HomeMy Public PortalAboutORD16302BILL NO. 2022-084
SPONSORED BY Councilmember Fitzwater
ORDINANCE NO.
AN ORDINANCE APPROVING A PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT FOR
JEFFERSON CITY MEDICAL GROUP, P.C.; AUTHORIZING THE CITY OF JEFFERSON,
MISSOURI, TO ISSUE ITS TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
(JCMG — REAL PROPERTY PROJECT), SERIES 2022, IN A PRINCIPAL AMOUNT NOT TO
EXCEED $15,700,000, AND ITS TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
(JCMG — PERSONAL PROPERTY PROJECT), SERIES 2022, IN A PRINCIPAL AMOUNT NOT
TO EXCEED $2,100,000 TO FINANCE THE COSTS OF SUCH PROJECT; AUTHORIZING AND
APPROVING CERTAIN DOCUMENTS; AND AUTHORIZING CERTAIN OTHER ACTIONS IN
CONNECTION WITH THE ISSUANCE OF THE BONDS.
WHEREAS, The City of Jefferson, Missouri (the "City"), is authorized under the provisions of
Article VI, Section 27 of the Missouri Constitution, as amended, and Sections
100.010 to 100.200, inclusive, of the Revised Statutes of Missouri, as amended
(collectively, the "Act"), to purchase, construct, extend and improve certain
projects (as defined in the Act) for the purposes set forth in the Act and to issue
industrial development revenue bonds for the purpose of providing funds to pay
the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for manufacturing, commercial, warehousing and
industrial development purposes upon such terms and conditions as the City shall
deem advisable; and
WHEREAS, Jefferson City Medical Group, P.C., a Missouri professional corporation (the
"JCMG PC"), has proposed an industrial development project (the "Project")
consisting of (1) constructing an approximately 28,000 square foot stand-alone
outpatient surgery center (the "Project Improvements") on an approximately
6.85 acre site located at 3520 West Edgewood Drive in the City (the "Project
Site"), which will be occupied by JCMG PC, and (2) acquiring and installing certain
equipment and other personal property within the Project Improvements (the
"Project Equipment"), and has requested that the City (a) issue its Taxable
Industrial Development Revenue Bonds (JCMG — Real Property Project), Series
2022, in the maximum principal amount not to exceed $15,700,000 (the "Real
Property Bonds"), for the purpose of acquiring the Project Site and constructing
the Project Improvements located thereon (the Project Site and Project
Improvements being collectively referred to herein as the "Real Property"), and
(b) issue its Taxable Industrial Development Revenue Bonds (JCMG — Personal
Property Project), Series 2022, in the maximum principal amount not to exceed
$2,100,000 (the "Personal Property Bonds" and, together with the Real Property
Bonds, the "Bonds"), for the purpose of acquiring and installing the Project
Equipment within the Project Improvements, contingent upon preparation and
approval of a plan for industrial development with respect to the Project (the
"Plan") as required by Section 100.050 of the Act; and
WHEREAS, The City has prepared a Plan for the Project, notice of the Project was given to the
taxing jurisdictions in accordance with Section 100.059.1 of the Act, and the City
now desires to approve the Plan; and
WHEREAS, The City has and does hereby find and determine that it is desirable for the economic
development of the City and within the public purposes of the Act that the City
proceed with the issuance of the Bonds for the purpose described above; and
WHEREAS, The City further finds and determines that it is necessary and desirable in connection
with approval of the Plan and the issuance of the Bonds that the City enter into
certain documents, and that the City take certain other actions and approve the
execution of certain other documents as herein provided;
NOW, THEREFORE, BE IT ENACTED BY THE COUNCIL OF THE CITY OF
JEFFERSON, MISSOURI, AS FOLLOWS:
Section 1. Promotion of Economic Development. The City Council hereby finds and
determines that the Project will promote the economic welfare and the development of the City,
and the issuance of the Bonds by the City to pay the costs of the Project will be in furtherance of
the public purposes set forth in the Act.
Section 2. Approval of Plan. The City Council hereby approves the Plan for Industrial
Development Project attached hereto as Exhibit A in accordance with Section 100.050 of the
Act.
Section 3. Authorization and Sale of the Bonds. The City is hereby authorized to issue
and sell the Bonds as described in the recitals hereto for the purpose of providing funds to pay the
costs of the Project. The Bonds shall be issued and secured pursuant to the herein authorized
Indentures (defined below) and shall have such terms, provisions, covenants and agreements as
are set forth in the Indentures. The sale of the Personal Property Bonds to JCMG PC and the
sale of the Real Property Bonds to JCMG Investment, LLC, as Missouri limited liability company
(“JCMG Investment”), at private sale pursuant to the provisions of Section 108.170 of Revised
Statutes of Missouri, as amended, at the interest rates and upon the terms set forth in the
respective Indentures is hereby approved.
Section 4. Limited Obligations. The Bonds and the interest thereon shall be limited
obligations of the City payable solely out of the payments, revenues and receipts derived by the
City from the herein authorized Lease Agreements (defined below), and such payments, revenues
and receipts shall be pledged and assigned to the Trustee (defined below) as security for the
payment of the Bonds as provided in the respective Indentures. The Bonds and the interest
thereon shall not be deemed to constitute a debt or liability of the City within the meaning of any
constitutional provision, statutory limitation or City Charter provision and shall not constitute a
pledge of the full faith and credit of the City. The issuance of the Bonds shall not, directly, indirectly
or contingently, obligate the City to levy any form of taxation therefore or to make any
appropriation for their payment.
Section 5. Approval and Authorization of Documents. The following documents (the
“City Documents”) are hereby approved in substantially the forms presented to the City Council
at this meeting (copies of which documents shall be filed in the records of the City), and the City is
hereby authorized to execute and deliver the City Documents with such changes therein as shall
be approved by the officials of the City executing such documents, such officials’ signatures thereon
being conclusive evidence of their approval thereof:
(a) Real Property Trust Indenture dated as of the date set forth therein (the “Real
Property Indenture”), between the City and BOKF, N.A., as trustee (the
“Trustee”), pursuant to which the Real Property Bonds will be issued and the City
will pledge and assign the payments, revenues and receipts received pursuant to
the Real Property Lease Agreement (defined herein) to the Trustee for the benefit
and security of the owners of the Real Property Bonds upon the terms and
conditions as set forth in the Real Property Indenture.
(b) Personal Property Trust Indenture dated as of the date set forth therein (the
“Personal Property Indenture” and, together with the Real Property Indenture, the
“Indentures”), between the City and the Trustee pursuant to which the Personal
Property Bonds will be issued and the City will pledge and assign the payments,
revenues and receipts received pursuant to the Personal Property Lease
Agreement (defined herein) to the Trustee for the benefit and security of the
owners of the Personal Property Bonds upon the terms and conditions as set forth
in the Personal Property Indenture.
(c) Real Property Lease Agreement dated as of the date set forth therein (the “Real
Property Lease Agreement”), between the City, as lessor, and JCMG Investment,
as lessee, under which the City will lease the Real Property to JCMG Investment
pursuant to the terms and conditions in the Real Property Lease Agreement, in
consideration of rental payments by JCMG Investment which will be sufficient to pay
the principal of and interest on the Real Property Bonds. JCMG Investment will
sublease the Real Property to JCMG PC.
(d) Personal Property Lease Agreement dated as of the date set forth therein (the
“Personal Property Lease Agreement” and, together with the Real Property
Lease Agreement, the “Lease Agreements”), between the City, as lessor, and
JCMG PC, as lessee, under which the City will lease the Project Equipment to JCMG
PC pursuant to the terms and conditions in the Personal Property Lease Agreement,
in consideration of rental payments by JCMG PC which will be sufficient to pay the
principal of and interest on the Personal Property Bonds.
(e) Real Property Bond Purchase Agreement dated as of the date set forth therein
between the City and JCMG Investment pursuant to which JCMG Investment agrees
to purchase the Real Property Bonds.
(f) Personal Property Bond Purchase Agreement dated as of the date set forth therein
between the City and JCMG PC pursuant to which JCMG PC agrees to purchase
the Personal Property Bonds.
(g) Performance Agreement dated as of the date set forth therein (the “Performance
Agreement”), between the City, JCMG PC and JCMG Investment pursuant to
which the City will grant JCMG PC and JCMG Investment certain rights with
respect to the abatement of ad valorem real and personal property taxes on the
Real Property and the Project Equipment in consideration for JCMG PC’s
agreement to create and maintain a certain level of employment at the Project Site.
(h) Special Warranty Deed from JCMG Investment, as grantor, to the City, as grantee,
pursuant to which the City will acquire the Real Property.
Section 6. Execution of Documents. The Mayor is hereby authorized and directed to
execute the Bonds and to deliver the Bonds to the Trustee for authentication for and on behalf of
and as the act and deed of the City in the manner provided in the respective Indentures. The Mayor
is hereby authorized and directed to execute the City Documents and such other documents,
certificates and instruments as may be necessary or desirable to carry out and comply with the
intent of this Ordinance, for and on behalf of and as the act and deed of the City. The City Clerk of
the City is hereby authorized and directed to attest to and affix the seal of the City to the Bonds and
the City Documents and such other documents, certificates and instruments as may be necessary
or desirable to carry out and comply with the intent of this Ordinance.
Section 7. Further Authority. The City shall, and the officials, agents and employees of
the City are hereby authorized and directed to, take such further action, and execute such other
documents, certificates and instruments as may be necessary or desirable to carry out and comply
with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with
respect to the Bonds and the City Documents. The Mayor is hereby authorized, through the term
of each respective Lease Agreement, to execute all documents on behalf of the City (including
documents pertaining to the transfer of property or the financing or refinancing of the Project by
JCMG PC or JCMG Investment, respectively, and such easements, licenses, rights -of -way, plats
and similar documents as may be requested by JCMG PC or JCMG Investment, respectively) as
may be required to carry out and comply with the intent of this Ordinance, the Indentures and the
Lease Agreements. The Mayor is also authorized, unless otherwise expressly provided herein to
the contrary, to grant on behalf of the City such consents, estoppels and waivers relating to the
Bonds, the Indentures, the Lease Agreements or the Performance Agreement as may be
requested during the terms thereof; provided, such consents, estoppels and/or waivers shall not
increase the principal amount of either series of the Bonds, increase the term of either Lease
Agreement or adversely affect the property tax exemption as provided for therein, waive an Event
of Default (as defined in the Indentures and the Lease Agreements), or materially change the
nature of the transaction unless approved by an ordinance of the City Council.
Section 8. Severability. If any term, condition or provision of this Ordinance is, to any
extent, held to be invalid or unenforceable, the remainder hereof shall be valid in all other respects
and continue to be effective and each and every remaining provision hereof shall be valid and
shall be enforced to the fullest extent permitted by law, it being the intent of the City Council that
it would have enacted this Ordinance without the invalid or unenforceable provision. If, as a result
of a subsequent change in applicable law, the provision that had been held invalid is no longer
invalid, said provision shall thereupon return to full force and effect without further action by the
City and shall thereafter be binding.
Section 9. Effective Date. This Ordinance shall take effect and be in full force and
effect from and after its passage by the City Council of the City.
Passed: .Q['�(, l ' 101 � 20'2..
Presiding Officer
Approved: Z/W /Z -2 -
ATTEST:
APPROVED AS TO FORM:
EXHIBIT A
TO ORDINANCE NO. _____
PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT
AND COST BENEFIT ANALYSIS FOR
JEFFERSON CITY MEDICAL GROUP, P.C.
NOTICE TO TAXING JURISDICTIONS
To: Taxing Jurisdictions (Distribution List attached)
Re: Notice of Public Hearing – Jefferson City Medical Group Project
On behalf of the City of Jefferson, Missouri (“City”), please find enclosed a copy of the proposed
Plan for an Industrial Development Project (“Plan”) for Jefferson City Medical Group, P.C.
(“Company”), which also contains a Cost Benefit Analysis for the affected taxing jurisdictions.
The City anticipates considering an Ordinance to approve the Plan at its regular meeting on
Monday, December 19, 2022, at 6:00 PM at City Council Chambers at City Hall in the John G.
Christy Municipal Building, 320 E. McCarty Street, in Jefferson City, Missouri. The Plan, if
approved, consists of the Company constructing and equipping an approximately 28,000 square
foot stand-alone outpatient surgery center located at 3520 West Edgewood Drive in Jefferson City,
Missouri, for purposes as further described in the attached Plan.
The City invites all affected taxing jurisdictions to attend the meeting on December 19, 2022, and
to make oral comments on the proposed Plan to the City or to provide written comments to the City
on the Plan prior to the meeting. All comments of the taxing districts will be fairly and duly
considered by the City.
A copy of the Plan and Cost Benefit Analysis for the proposed project is enclosed and also will be
on file in the office of the City Clerk and will be available for public inspection during normal
business hours.
Dated: November 18, 2022
CITY OF JEFFERSON, MISSOURI
320 E. McCarty St.
Jefferson City, Missouri 65101
2
Jefferson City Public Schools
Bryan McGraw, Superintendent
315 East Dunklin Street
Jefferson City, MO 65101
Missouri River Regional Library
Claudia Cook, Director
214 Adams Street
P.O. Box 89
Jefferson City, MO 65102
City of Jefferson
Fire Pension Fund
Steven S. Crowell, Jr., City Administrator
320 E. McCarty St.
Jefferson City MO 65101
Missouri Department of Revenue
County Tax Section
State Blind Pension Fund
301 West High Street, Room 330
Jefferson City, MO 65105
Cole County
Cole County Road and Bridge
Sam Bushman, Presiding Commissioner
311 E High Street
Jefferson City, MO 65101
Cole County Residential Services
Executive Director
1908 Boggs Creek Road
Jefferson City, MO 65101
State Tax Commission of Missouri
301 W. High Street, Room 840
P.O. Box 146
Jefferson City, MO 65102
____________________________
CITY OF JEFFERSON, MISSOURI
PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT
AND
COST-BENEFIT ANALYSIS
FOR
JEFFERSON CITY MEDICAL GROUP, P.C.
_____________________________
TABLE OF CONTENTS
Page
I. PURPOSE OF THIS PLAN .......................................................................................................... 1
II. DESCRIPTION OF CHAPTER 100 FINANCINGS.................................................................. 1
General ........................................................................................................................................ 1
Issuance and Sale of Bonds ........................................................................................................ 1
Property Tax Abatement ........................................................................................................... 2
III. DESCRIPTION OF THE PARTIES 2
Jefferson City Medical Group, P.C. .......................................................................................... 2
JCMG Investment, LLC ............................................................................................................ 2
City of Jefferson, Missouri ......................................................................................................... 2
IV. REQUIREMENTS OF THE ACT 3
Description of the Project .......................................................................................................... 3
Estimate of the Costs of the Project .......................................................................................... 3
Sources of Funds to be Expended for the Project .................................................................... 3
Statement of the Terms Upon Which the Project is to be Leased
or Otherwise Disposed of by the City ..................................................................................... 3
Affected Taxing Jurisdictions .................................................................................................... 4
Current Assessed Valuation of the Project............................................................................... 4
Payment in Lieu of Taxes ........................................................................................................... 4
Cost-Benefit Analysis and Discussion of Attachments ............................................................ 6
V. ASSUMPTIONS AND BASIS OF PLAN .................................................................................... 6
ATTACHMENT A: SUMMARY OF KEY ASSUMPTIONS
ATTACHMENT B: COST-BENEFIT ANALYSIS
* * *
CITY OF JEFFERSON, MISSOURI
______________________________
PLAN FOR AN INDUSTRIAL DEVELOPMENT PROJECT
AND
COST-BENEFIT ANALYSIS
FOR
JEFFERSON CITY MEDICAL GROUP, P.C.
I. PURPOSE OF THIS PLAN
The City of Jefferson, Missouri (the “City”), intends to issue a series of Taxable Industrial
Development Revenue Bonds (JCMG - Real Property Project), Series 2022, in a maximum aggregate
principal amount of not to exceed $15,700,000 (the “Real Property Bonds”) and a series of Taxable
Industrial Development Revenue Bonds (JCMG - Personal Property Project), Series 2022, in a maximum
aggregate principal amount of not to exceed $2,100,000 (the “Personal Property Bonds” and, together
with the Real Property Bonds, the “Bonds”) to finance the costs of an industrial development project (the
“Project”) for the benefit of Jefferson City Medical Group, P.C., a Missouri professional corporation (
“Jefferson City Medical Group”). The Bonds will be issued pursuant to the provisions of Sections
100.010 to 100.200 of the Revised Statutes of Missouri (“Chapter 100”) and Article VI, Section 27(b) of
the Missouri Constitution (together with Chapter 100, the “Act”).
Gilmore & Bell, P.C., as bond counsel to the City, as prepared this Plan for an Industrial
Development Project and Cost/Benefit Analysis (this “Plan”) to satisfy requirements of the Act and to
analyze the potential costs and benefits, including the related tax impact on affected taxing jurisdictions, of
using industrial revenue bonds to finance the Project and to facilitate abatement of ad valorem real and
personal property taxes on the bond-financed property.
II. DESCRIPTION OF CHAPTER 100 FINANCINGS
General. Chapter 100 authorizes cities, counties, towns and villages to issue industrial revenue
bonds to finance the purchase, construction, extension and improvement of warehouses, distribution
facilities, research and development facilities, office industries, agricultural processing industries, service
facilities that provide interstate commerce and industrial plants, including the real estate either within or
without the limits of such municipalities, buildings, fixtures and machinery. In addition, Article VI, Section
27(b) of the Missouri Constitution authorizes cities, counties, towns and villages to issue revenue bonds for
the purpose of paying all or part of the cost of purchasing, constructing, extending or improving any facility
for manufacturing, commercial, warehousing or industrial development purposes, including the real estate,
buildings, fixtures and machinery.
Issuance and Sale of Bonds. Revenue bonds issued pursuant to the Act do not require voter
approval and are payable solely from revenues received from a lease or other disposition of the project.
The municipality issues its bonds, and in exchange, the benefited company promises to make payments that
are sufficient to pay the principal of and interest on the bonds as they become due. Thus, the municipality
merely acts as a conduit for the financing.
Concurrently with the closing of the bonds, the company will convey title or lease the site on which
the industrial development project is located to the municipality. The company will convey to the
municipality title to the personal property included in the project. (The municipality must be the legal
owner of the property while the bonds are outstanding for the property to be eligible for tax abatement, as
further described below.) The municipality will immediately lease the project site, the improvements
thereon and the personal property included in the project back to the benefited company pursuant to a lease
agreement. The lease agreement will require the company, acting on behalf of the municipality, to use the
bond proceeds to purchase, construct and equip the project.
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Under the lease agreement, the company typically: (1) will agree to make payments sufficient to
pay the principal of and interest on the bonds as they become due; (2) will agree, at its own expense, to
maintain the project, to pay all taxes (other than those abated) and assessments with respect to the project
and to maintain adequate insurance; (3) has the right, at its own expense, to make certain additions,
modifications or improvements to the project; (4) may assign its interests under the lease agreement or
sublease the project while remaining responsible for payments under the lease agreement; (5) will covenant
to maintain its corporate existence during the term of the bond issue; and (6) will agree to indemnify the
municipality for liability the municipality might incur as a result of its participation in the transaction.
Property Tax Abatement. Under Article X, Section 6 of the Missouri Constitution and
Section 137.100 of the Revised Statutes of Missouri, all property of any political subdivision is exempt
from taxation. In a typical transaction, the municipality holds fee title to the project and leases the project
to the benefited company. Although the Missouri Supreme Court has held that the leasehold interest is
taxable, it is taxable only to the extent that the economic value of the lease is less than the actual market
value of the lease. See Iron County v. State Tax Commission, 437 S.W.2d 665 (Mo. banc 1968) and
St. Louis County v. State Tax Commission, 406 S.W.2d 644 (Mo. banc 1966). If the rental payments under
the lease agreement equal the actual debt service payments on the bonds, the leasehold interest should have
no “bonus value” and the bond-financed property should be exempt from ad valorem real and personal
property taxation so long as the bonds are outstanding.
If the municipality and the company determine that partial tax abatement is desirable, the company
may agree to make “payments in lieu of taxes.” The amount of payments in lieu of taxes is negotiable. The
payments in lieu of taxes are payable by December 31 of each year, and are distributed to the municipality
and to each political subdivision within the boundaries of the project in the same manner and in the same
proportion as property taxes would otherwise be distributed under Missouri law.
III. DESCRIPTION OF THE PARTIES
Jefferson City Medical Group, P.C. Jefferson City Medical Group was founded in 1993 by a
handful of physicians in the City and is now one of Missouri’s largest independent multi-specialty medical
groups owned and operated by physicians. Jefferson City Medical Group includes more than 70 physicians
and employs over 650 people and offers over 110 providers in over 30 medical specialties. Most of
Jefferson City Medical Group’s providers are located at the main JCMG Medical Building in the City,
which serves as the Company’s headquarters, but the Company also has 11 other regional clinics located
throughout the City and mid-Missouri region. In total, more than 70,000 patients are seen each year by
Jefferson City Medical Group’s medical professionals. More information regarding Jefferson City Medical
Group can be found at https://jcmg.org/.
JCMG Investment, LLC. JCMG Investment, LLC (“JCMG Investment”), is a Missouri limited
liability company that owns the approximately 6.85 acre real estate site located at 3520 West Edgewood
Drive, Jefferson City, Missouri 65109 (the “Project Site”), upon which the hereinafter defined Project
Improvements are located. JCMG Investment is affiliated with Jefferson City Medical Group and was
created solely for the purpose of owning the Project Site and the Project Improvements located thereon,
which JCMG Investment will lease to Jefferson City Medical Group.
City of Jefferson, Missouri. The City is a home rule charter city and municipal corporation
organized and existing under the laws of the State of Missouri. The City is authorized and empowered
pursuant to the provisions of the Act to purchase, construct, extend and improve certain projects (as defined
in the Act) and to issue industrial development revenue bonds for the purpose of providing funds to pay the
costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations
for manufacturing, commercial, warehousing and industrial development purposes upon such terms and
conditions as the City deems advisable.
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IV. REQUIREMENTS OF THE ACT
Description of the Project. The Project consists of (1) constructing an approximately 28,000
square foot stand-alone outpatient surgery center (the “Project Improvements”) on the Project Site (the
Project Site and the Project Improvements are collectively referred to as the “Real Property”), and (2)
acquiring and installing certain equipment and other personal property within the Project Improvements
(the “Project Equipment”). The Project Site, the Project Improvements and the Project Equipment are
collectively referred to as the “Project.”
Estimate of the Costs of the Project. The total estimated cost of the Project is approximately
$17,706,512, of which approximately (1) $1,400,000 is attributable to the acquisition of the Project Site,
(2) $14,223,237 is attributable to the construction of the Project Improvements, and (3) $2,083,275 is
attributed to the acquisition and installation of the Project Equipment.
Sources of Funds to be Expended for the Project. The sources of funds to pay for (or reimburse
costs of) the Real Property will be the proceeds of the Real Property Bonds to be issued by the City in the
maximum aggregate principal amount of $15,700,000, which will be purchased by JCMG Investment. The
Real Property Bonds will be payable solely from the revenues derived by the City from the lease of the
Real Property to JCMG Investment under a Real Property Lease (defined herein)(JCMG Investment will
sublease the Real Property to Jefferson City Medical Group).
The sources of funds to pay for (or reimburse costs of) the Project Equipment will be the proceeds
of Personal Property Bonds to be issued by the City in the maximum aggregate principal amount of
$2,100,000, which will be purchased by Jefferson City Medical Group. The Personal Property Bonds will
be payable solely from the revenues derived by the City from the lease of the Project Equipment to Jefferson
City Medical Group under a Personal Property Lease (defined herein). The Bonds will not be an
indebtedness or general obligation, debt or liability of the City or the State of Missouri.
Statement of the Terms Upon Which the Project is to be Leased or Otherwise Disposed of by the
City. Simultaneously with the issuance of the Real Property Bonds, JCMG Investment will convey fee title
to the Real Property to the City. The City, as lessor, will then lease the Real Property back to JCMG
Investment, as lessee, under a real property lease agreement (the “Real Property Lease”), and JCMG
Investment will sublease the Real Property to Jefferson City Medical Group. The rental payments to be
paid to the City under the Real Property Lease for use of the Real Property will be equal to the principal of
and interest on the Real Property Bonds. JCMG Investment (or Jefferson City Medical Group as sublessee
of the Real Property) will also make certain PILOT Payments to the City relating to the Real Property for
distribution to the affected taxing jurisdictions, as further described herein. Under the terms of the Real
Property Lease, JCMG Investment will have the option to purchase the Real Property at any time for
nominal consideration. Unless terminated sooner pursuant to the terms thereof, the Real Property Lease
will terminate on December 31, 2032.
Simultaneously with the issuance of the Personal Property Bonds, Jefferson City Medical Group
will convey the Project Equipment to the City via a bill of sale. The City, as lessor, will then lease the
Project Equipment back to Jefferson City Medical Group, as lessee, under a personal property lease
agreement (the “Personal Property Lease”). The rental payments to be paid to the City under the Personal
Property Lease for use of the Project Equipment will be equal to the principal of and interest on the Personal
Property Bonds. Jefferson City Medical Group will also make certain PILOT Payments to the City relating
to the Project Equipment for distribution to the affected taxing jurisdictions, as further described herein.
Under the terms of the Personal Property Lease, Jefferson City Medical Group will have the option to
purchase the Project Equipment at any time for nominal consideration. Unless terminated sooner pursuant
to the terms thereof, the Personal Property Lease will also terminate on December 31, 2032.
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Affected Taxing Jurisdictions. The Jefferson City School District is the school district financially
impacted by the Project. The City of Jefferson, Missouri, is the city financially impacted by the Project.
Cole County, Missouri, is the county financially impacted by the Project. There is no community college
district, fire protection district, ambulance district or other emergency services district financially impacted
by the Project. Below is a list of all taxing jurisdictions financially impacted by the Project, which are also
reflected in the Cost-Benefit Analysis attached as Attachment B hereto:
• City of Jefferson (includes Fire Pension Fund)
• Cole County (General Revenue and Road & Bridge)
• Cole County Special Services (Developmental Disabilities Board)
• Jefferson City/Cole County Public Library District
• Jefferson City School District
• State of Missouri Blind Pension Fund
Current Assessed Valuation of the Project.
Real Property. The most recent equalized assessed valuation of the Real Property, as of January 1,
2022, is $2,481,600 (which is based upon the appraised value of $7,755,000 for the Project Site and partially
constructed Project Improvements located thereon as of January 1, 2022, multiplied by the statutorily
required assessment rate of 32% for commercial real property). Given that the Project Improvements will
have been fully constructed and operational prior to January 1, 2023, it is estimated that the total equalized
assessed valuation of the Real Property in 2023 will be approximately $3,376,640 (which is based upon an
estimated appraised value of $10,552,000 for the Project Site and the fully constructed/operational Project
Improvements located thereon as of January 1, 2023, multiplied by the statutorily required assessment rate
of 32% for commercial real property). The Cole County Assessor will make the final determination of the
Real Property assessed value.
Personal Property. The most recent equalized assessed valuation of the personal property
comprising the Project Equipment, as of January 1, 2022, is $0 (because as of January 1, 2022, no portion
of the Project Equipment had been acquired or delivered to the Project Site). Given that all of the Project
Equipment will be acquired and delivered to the Project Site during calendar year 2022, it is estimated that
the total equalized assessed valuation of the Project Equipment in 2023 will be approximately $619,990
(which is based upon the cost of the Project Equipment of $2,083,275, less depreciation, multiplied by the
statutorily required assessment rate of 33.33% for personal property). The Cole County Assessor will make
the final determination of the assessed value of the Project Equipment.
Payments in Lieu of Taxes. If this Plan is approved by the City Council, the City intends to issue
the Bonds, take possession of the Project and extend real and personal property tax abatement to Jefferson
City Medical Group and JCMG Investment as further described below:
Payments in Lieu of Taxes - Real Property. JCMG Investment will receive real property tax
abatement on the Real Property for a period of 10 years as follows: (1) 75% real property tax abatement in
years 1-5 (calendar years 2023 through 2027) and (2) 50% real property tax abatement in years 6-10
(calendar years 2028 through 2032). In each year of the 10-year real property tax abatement period (years
2023 through 2032), JCMG Investment will be required to pay PILOT Payments equal to the following:
(a) In calendar years 2023 through 2027, inclusive, 25% of the real property taxes that
would otherwise be due on the Real Property, but for the City’s ownership thereof; and
(b) In calendar years 2028 through 2032, inclusive, 50% of the real property taxes that
would otherwise be due on the Real Property, but for the City’s ownership thereof.
Payments in Lieu of Taxes – Personal Property. Jefferson City Medical Group will receive
personal property tax abatement on the Project Equipment for a period of 10 years as follows: (1) 75%
-5-
personal property tax abatement in years 1-5 (calendar years 2023 through 2027) and (2) 50% personal
property tax abatement in years 6-10 (calendar years 2028 through 2032). In each year of the 10-year
personal property tax abatement period (years 2023 through 2032), Jefferson City Medical Group will be
required to pay PILOT Payments equal to the following:
(a) In calendar years 2023 through 2027, inclusive, 25% of the personal property taxes
that would otherwise be due on the Project Equipment, but for the City’s ownership thereof; and
(b) In calendar years 2028 through 2032, inclusive, 50% of the personal property taxes
that would otherwise be due on the Project Equipment, but for the City’s ownership thereof.
Pursuant to Section 100.050 of the Act, certain emergency service districts may elect to be
reimbursed up to 100% of the real and personal property taxes they would have received, but for the real
and personal property tax abatement. Currently, no qualifying emergency service districts are impacted by
the Project described in this Plan. However, to the extent a qualifying emergency service district levies an
ad valorem property tax on the Project Site in the future, the emergency service district may elect a
reimbursement rate equal to 100% of the real and personal property taxes the emergency service district
would have otherwise received. If Section 100.050 of the Act is determined to apply to any emergency
service district in the future, then JCMG Investment and Jefferson City Medical Group will be required
make PILOT Payments required to satisfy the obligations to any emergency service districts as required by
Section 100.050 of the Act.
Jefferson City Medical Group has also represented that it will create and maintain at least 20 full-
time jobs at the Project Site (the “Jobs”) by October 31, 2023, and will be required to report the number of
Jobs maintained at the Project Site as of October 31, 2023, and each October 31st thereafter, through
October 31, 2032 (each a “Test Date”), which is the final year of the property tax abatement. If Jefferson
City Medical Group fails to maintain the 20 Jobs at that Project Site as of a particular Test Date (between
2023 through 2032), then the amount of the PILOT Payments JCMG Investment and Jefferson City Medical
Group will be required to pay with respect to the Real Property and Project Equipment, respectively, in the
year the failure occurs will be increased proportionately by the amount Jefferson City Medical Group failed
to meet the Jobs target. The amount of the PILOT Payment increase will be calculated in accordance with
a Performance Agreement to be entered into between the City, JCMG Investment and Jefferson City
Medical Group (the “Performance Agreement”), which Performance Agreement will set forth the terms
of the property tax abatement relating to the Real Property and Project Equipment and PILOT Payments
required to be paid by JCMG Investment and Jefferson City Medical Group, respectively, with respect to
the Real Property and Project Equipment during the 10-year period of property tax abatement.
Failure to create and maintain the number of Jobs at the Project Site at the Project Site by the dates
set forth in the preceding paragraph will not be a default under the Performance Agreement or the respective
Real Property Lease or Personal Property Lease; instead, the remedy will be the increase in the required
PILOT Payments as described in the preceding paragraph.
Such PILOT Payments would, after reduction for actual costs of the City for distributing such
payments, be distributed among the taxing jurisdictions in proportion to the amount of property taxes which
would have been paid in each year had the Real Property and Project Equipment not been exempt from
property taxation, pursuant to Section 100.050.3 of the Act.
-6-
Cost-Benefit Analysis and Discussion of Attachments. In compliance with Section 100.050.2(3)
of the Act, this Plan has been prepared to show the costs and benefits to the City and to other taxing
jurisdictions affected by the property tax abatements for the Real Property and the Project Equipment. The
following is a summary of the Cost-Benefit Analysis attached to this Plan as Attachment B that shows the
direct impact the property tax abatements for the Real Property and the Project Equipment is expected to
have on each taxing jurisdiction. This Plan does not attempt to quantify the overall economic impact of the
Project.
Project Assumptions. Attachment A and Page 1 of the Cost-Benefit Analysis included as
Attachment B to this Plan presents a list of the assumptions related to the determination of the real
and personal property assessed valuations and the tax formulas.
Summary of Cost-Benefit Analysis. Page 2 of the Cost-Benefit Analysis included as
Attachment B to this Plan provides a summary for each affected taxing jurisdiction of (1) the total
estimated real and personal property tax revenues that would be generated if the Real Property and
the Project Equipment did not receive real and personal property tax abatement, (2) the total
estimated value of the real and personal property tax abatement to JCMG Investment and Jefferson
City Medical Group and (3) the total estimated value of the PILOT Payments to be made by the
JCMG Investment and Jefferson City Medical Group for the proposed 10-year real and personal
property tax abatement period. Please note that the actual value of the Real Property and the Project
Equipment may differ from the estimated value assumed in this Plan and may impact the value of
the PILOT Payments to be made by JCMG Investment and Jefferson City Medical Group,
respectively.
Real Property Tax Revenues. Page 3 of the Cost Benefit Analysis included as Attachment
B to this Plan provides the projected real property tax revenues that would be generated from the
Real Property if the Real Property did not receive real property tax abatement. Page 4 of the Cost-
Benefit Analysis provides the projected value of the PILOT Payments to be made by JCMG
Investment based on the estimated assessed value of the Real Property. Page 5 of the Cost-Benefit
Analysis provides the projected value of the real property tax abatement to JCMG Investment for
the Real Property.
Personal Property Tax Revenues. Page 6 of the Cost-Benefit Analysis provides the
projected personal property tax revenues that would be generated from the Project Equipment if
the Project Equipment did not receive personal property tax abatement. Page 7 of the Cost-Benefit
Analysis provides the projected value of the PILOT Payments to be made by the Jefferson City
Medical Group based on the estimated assessed value of the Project Equipment after installation.
Page 8 of the Cost-Benefit Analysis provides the projected value of the personal property tax
abatement to the Company.
V. ASSUMPTIONS AND BASIS OF PLAN
In preparing this Plan, we have made some key assumptions to estimate the fiscal impact of the real
and personal property tax abatement and exemptions proposed for the Project. See Attachment A and Page
1 of the Cost-Benefit Analysis included as Attachment B for a summary of these assumptions.
In addition to the foregoing, in order to complete this Plan, we have generally reviewed and relied
upon information furnished to us by, and have participated in conferences with, representatives of the City,
representatives of Jefferson City Medical Group (and JMCG Investment), and other persons as we have
deemed appropriate. We do not assume any responsibility for the accuracy, completeness or fairness of
any of the information provided to us and make no representation that we have independently verified the
accuracy, completeness or fairness of such information.
A-1
ATTACHMENT A
SUMMARY OF KEY ASSUMPTIONS
1. The total estimated cost of the Project is approximately $17,706,512, of which
approximately (1) $1,400,000 is attributable to the acquisition of the Project Site, (2) $14,223,237 is
attributable to the construction of the Project Improvements, and (3) $2,083,275 is attributed to the
acquisition and installation of the Project Equipment.
2. The acquisition of the Project Site and construction of the Project Improvements will be
completed prior to the end of 2022. All of the Project Equipment will be acquired and installed in 2022.
3. The Real Property will be owned by the City and leased to JCMG Investment with an
option to purchase; JCMG Investment will sublease the Real Property to Jefferson City Medical Group.
The Project Equipment will be owned by the City and leased to the Jefferson City Medical Group. As long
as the Project or any portion thereof is owned by the City, the Project or such portion thereof will be exempt
from ad valorem property taxes.
4. The Real Property and the Project Equipment will be excluded from the calculation of ad
valorem property taxes from 2023 through 2032, inclusive.
5. JCMG Investment and Jefferson City Medical Group, respectively, will receive real and
personal property tax abatement for a period of 10 years as follows: (1) 75% real and personal property tax
abatement in years 1-5 (calendar years 2023 through 2027) and (2) 50% real and personal property tax
abatement in years 6-10 (calendar years 2028 through 2032). During the 10-year tax abatement period,
JCMG Investment and Jefferson City Medical Group will make PILOT Payments equal to the following:
Real Property PILOT Payments (paid by JCMG Investment):
(a) During calendar years 2023 through 2027, inclusive, 25% of the real
property taxes that would otherwise be due on the Real Property, but for the City’s
ownership thereof; and
(b) During the calendar years 2028 through 2032, inclusive, 50% of the real
property taxes that would otherwise be due on the Real Property, but for the City’s
ownership thereof.
Personal Property PILOT Payments (paid by Jefferson City Medical Group):
(a) During calendar years 2023 through 2027, inclusive, 25% of the personal
property taxes that would otherwise be due on the Project Equipment, but for the City’s
ownership thereof; and
(b) During calendar years 2028 through 2032, inclusive, 50% of the personal
property taxes that would otherwise be due on the Project Equipment, but for the City’s
ownership thereof.
6. Property taxes are calculated using the following formula:
(Assessed Value * Tax Rate) / 100
A-2
7. The assessed value of the Real Property is calculated using the following formula:
Estimated Value * Assessment Ratio of 32%
8. The assessed value of the Project Equipment is calculated using the following formula:
(Estimated Cost * Depreciation Factor) * Assessment Ratio of 33.33%
9. In determining the assessed valuation of the personal property comprising the Project
Equipment, a depreciation factor is applied at the end of each year which depends on the recovery period
of such personal property. Jefferson City Medical Group has represented that it expects all machinery,
equipment and other personal property comprising the Project Equipment to have a 7-year recovery period.
The depreciation factor used for personal property with a 7-year recovery period is included in the table
below (note: year 0 represents the calendar year in which the personal property was acquired and year 1
represents the calendar year immediately following the year the personal property was acquired - the
depreciation factor reflected in each year is multiplied by the original cost of the personal property):
Year
7-Year Recovery
Depreciation
Factors
0 100.00%
1 89.29%
2 70.16%
3 55.13%
4 42.88%
5 30.63%
6 18.38%
7 10.00%
8 10.00%
9 10.00%
10 and after 10.00%
10. The Real Property will be assessed in the first full year after the Project Improvements are
completed (calendar year 2023) and will be reassessed in every odd-numbered year thereafter. An estimated
growth of 2% on the Real Property has been assumed for each reassessment.
11. The property tax rates used in this Plan reflect the property tax rates in effect for the tax
year 2022. The property tax rates were held constant through the 2032 tax year.
* * *
The Cost-Benefit Analysis has been prepared on the basis of factual information and assumptions
provided to Gilmore & Bell, P.C. by, or on behalf of, the City, Jefferson City Medical Group or
JCMG Investment. This information is provided in conjunction with our legal representation of the
City, as its bond counsel, for this transaction. It is not intended as financial advice or a financial
recommendation to the Jefferson City Medical Group, JCMG Investment, the City or any other
taxing jurisdiction that may be affected by the Project. Gilmore & Bell, P.C. is not a financial advisor
or a “municipal advisor” as defined in the Securities Exchange Act of 1934, as amended.
ATTACHMENT B
COST-BENEFIT ANALYSIS
[See attached]
ATTACHMENT B
COST-BENEFIT ANALYSIS
[See attached]
CITY OF JEFFERSON, MISSOURI
(JEFFERSON CITY MEDICAL GROUP PROJECT)
COST BENEFIT ANALYSIS
PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT
GILMORE BELL
(JEFFERSON CITY MEDICAL GROUP PROJECT)
COST BENEFIT ANALYSIS
PLAN FOR INDUSTRIAL DEVELOPMENT PROJECT
CITY OF JEFFERSON, MISSOURI
Project Assumptions 1
Summary of Cost Benefit Analysis 2
Projected Tax Revenues Without Abatement on Real Property 3
Projected PILOT Amounts on Real Property 4
Projected Tax Abatement on Real Property 5
Projected Tax Revenues Without Abatement on Project Equipment 6
Projected PILOT Amounts on Project Equipment 7
Projected Tax Abatement on Project Equipment 8
Table of Contents
This information is provided based on the factual information and assumptions provided to Gilmore & Bell, P.C. by
a party to or a representative of a party to the proposed transaction. This information is intended to provide factual
information only and is provided in conjunction with our legal representation. It is not intended as financial advice
or a financial recommendation to any party. Gilmore & Bell, P.C. is not a financial advisor or a “municipal advisor”
as defined in the Securities Exchange Act of 1934, as amended.
City of Jefferson, Missouri
(JCMG Project)
Cost Benefit Analysis 11/17/2022
Initial year taxes assessed2023Current 2022 appraised value of Real Property (reflects value based on partial completion of Project Improvements as of 01/01/2022) 7,755,000$ Estimated 2023 appraised value of Real Property (reflects estimated value after Project Improvements completed/operational as of 01/01/2023) 10,552,000$ Year Project Equpment is acquired 2022Estimated appraised value of Project Equipment (personal property)2,083,275$ Bi-annual growth rate of appraised value of real property2.0%Assessed value as a percentage of appraised value (real property)32.0%Assessed value as a percentage of appraised value (personal property)33.33%Estimated 2023 Assessed value of Real Property (reflects estimated value after Project Improvements completed/operational as of 01/01/2023) 3,376,640$ Terms of abatement:Years 1 - 5 75%Years 6 - 10 50% real and personal property Project Equipment is depreciated using the following 7-year recovery period schedule:Year357100100.00% 100.00% 100.00% 100.00%175.00% 85.00% 89.29% 92.50%237.50% 59.50% 70.16% 78.62%312.50% 41.65% 55.13% 66.83%45.00% 24.99% 42.88% 56.81%55.00% 10.00% 30.63% 48.07%65.00% 10.00% 18.38% 39.33%75.00% 10.00% 10.00% 30.59%85.00% 10.00% 10.00% 21.85%95.00% 10.00% 10.00% 15.00%10 and on5.00% 10.00% 10.00% 15.00%Project Assumptionsreal and personal property Recovery Period in YearsCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-1 - 11/17/2022
Taxing Jurisdiction2022 Tax Rate per $100 of AVProjected Tax Revenue for Real Property (No Abatement)Projected Tax Abatement for Real Property Projected PILOT Amount for Real Property Projected Tax Revenue for Project Equipment (No Abatement)Projected Tax Abatement for Project EquipmentProjected PILOT Amount forProject EquipmentProjected Tax Revenue for Real Property and Project Equipment (No Abatement)Projected Tax Abatement for Real Property and Project EquipmentProjected PILOT Amount for Real Property and Project EquipmentCole County - General Revenue 0.0665 23,371$ 14,537$ 8,834$ 1,600$ 1,132$ 467$ 24,971$ 15,670$ 9,301$ Cole County - Road & Bridge 0.2779 97,666 60,751 36,915 6,686 4,733 1,953 104,352 65,484 38,868 Cole County Special Services (Developmental Disabilities Board) 0.0927 32,579 20,265 12,314 2,230 1,579 651 34,809 21,844 12,965 Jefferson City/Cole County Library District 0.2000 70,289 43,722 26,567 4,811 3,406 1,406 75,100 47,128 27,973 Jefferson City0.4600 161,664 100,560 61,104 11,066 7,834 3,233 172,730 108,393 64,337 Jefferson City Fire Pension Fund 0.0961 33,774 21,008 12,765 2,312 1,637 675 36,086 22,645 13,441 Jefferson City School District 4.7593 1,672,625 1,040,423 632,202 114,496 81,049 33,447 1,787,121 1,121,472 665,649 State of Missouri - Blind Pension Fund 0.0300 10,543 6,558 3,985 722 511 211 11,265 7,069 4,196 Surtax 0.5800 203,837 126,793 77,044 - - - 203,837 126,793 77,044 6.5625 2,306,347$ 1,434,618$ 871,730$ 143,923$ 101,880$ 42,043$ 2,450,270$ 1,536,497$ 913,773$ Real Property Project Equipment Real Property and Project EquipmentSummary of Cost Benefit AnalysisCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-2 -11/17/2022
Estimated Assessed Value of Real Property 3,376,640$ 3,376,640$ 3,444,173$ 3,444,173$ 3,513,056$ 3,513,056$ 3,583,317$ 3,583,317$ 3,654,984$ 3,654,984$ Taxing JurisdictionTax Rate per $100 of AV2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 TotalCole County - General Revenue 0.0665 2,245$ 2,245$ 2,290$ 2,290$ 2,336$ 2,336$ 2,383$ 2,383$ 2,431$ 2,431$ 23,371 Cole County - Road & Bridge 0.2779 9,384 9,384 9,571 9,571 9,763 9,763 9,958 9,958 10,157 10,157 97,666 Cole County Special Services (Developmental Disabilities Board)0.0927 3,130 3,130 3,193 3,193 3,257 3,257 3,322 3,322 3,388 3,388 32,579 Jefferson City/Cole County Library District 0.2000 6,753 6,753 6,888 6,888 7,026 7,026 7,167 7,167 7,310 7,310 70,289 Jefferson City 0.4600 15,533 15,533 15,843 15,843 16,160 16,160 16,483 16,483 16,813 16,813 161,664 Jefferson City Fire Pension Fund 0.0961 3,245 3,245 3,310 3,310 3,376 3,376 3,444 3,444 3,512 3,512 33,774 Jefferson City School District 4.7593 160,704 160,704 163,919 163,919 167,197 167,197 170,541 170,541 173,952 173,952 1,672,625 State of Missouri - Blind Pension Fund 0.0300 1,013 1,013 1,033 1,033 1,054 1,054 1,075 1,075 1,097 1,097 10,543 Surtax 0.5800 19,585 19,585 19,976 19,976 20,376 20,376 20,783 20,783 21,199 21,199 203,837 6.5625 221,592$ 221,592$ 226,024$ 226,024$ 230,544$ 230,544$ 235,155$ 235,155$ 239,858$ 239,858$ 2,306,347$ Projected Tax Revenues Without Abatement on Real PropertyCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-3 -11/17/2022
Estimated Assessed Value of Real Property 3,376,640$ 3,376,640$ 3,444,173$ 3,444,173$ 3,513,056$ 3,513,056$ 3,583,317$ 3,583,317$ 3,654,984$ 3,654,984$ PILOT Payment 25% 25% 25% 25% 25% 50% 50% 50% 50% 50%Taxing JurisdictionTax Rate per $100 of AV2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 TotalCole County - General Revenue 0.0665 561$ 561$ 573$ 573$ 584$ 1,168$ 1,191$ 1,191$ 1,215$ 1,215$ 8,834$ Cole County - Road & Bridge 0.2779 2,346 2,346 2,393 2,393 2,441 4,881 4,979 4,979 5,079 5,079 36,915 Cole County Special Services (Developmental Disabilities Board) 0.0927 783 783 798 798 814 1,628 1,661 1,661 1,694 1,694 12,314 Jefferson City/Cole County Library District 0.2000 1,688 1,688 1,722 1,722 1,757 3,513 3,583 3,583 3,655 3,655 26,567 Jefferson City 0.4600 3,883 3,883 3,961 3,961 4,040 8,080 8,242 8,242 8,406 8,406 61,104 Jefferson City Fire Pension Fund 0.0961 811 811 827 827 844 1,688 1,722 1,722 1,756 1,756 12,765 Jefferson City School District 4.7593 40,176 40,176 40,980 40,980 41,799 83,598 85,270 85,270 86,976 86,976 632,202 State of Missouri - Blind Pension Fund 0.0300 253 253 258 258 263 527 538 538 548 548 3,985 Surtax 0.5800 4,896 4,896 4,994 4,994 5,094 10,188 10,392 10,392 10,599 10,599 77,044 6.5625 55,398$ 55,398$ 56,506$ 56,506$ 57,636$ 115,272$ 117,578$ 117,578$ 119,929$ 119,929$ 871,730$ Projected PILOT Amounts on Real PropertyCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-4 -11/17/2022
Estimated Assessed Value of Real Property 3,376,640$ 3,376,640$ 3,444,173$ 3,444,173$ 3,513,056$ 3,513,056$ 3,583,317$ 3,583,317$ 3,654,984$ 3,654,984$ Abatement Percentage 75% 75% 75% 75% 75% 50% 50% 50% 50% 50%Taxing JurisdictionTax Rate per $100 of AV2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 TotalCole County - General Revenue 0.0665 1,684$ 1,684$ 1,718$ 1,718$ 1,752$ 1,168$ 1,191$ 1,191$ 1,215$ 1,215$ 14,537$ Cole County - Road & Bridge 0.2779 7,038 7,038 7,179 7,179 7,322 4,881 4,979 4,979 5,079 5,079 60,751 Cole County Special Services (Developmental Disabilities Board)0.0927 2,348 2,348 2,395 2,395 2,442 1,628 1,661 1,661 1,694 1,694 20,265 Jefferson City/Cole County Library District 0.2000 5,065 5,065 5,166 5,166 5,270 3,513 3,583 3,583 3,655 3,655 43,722 Jefferson City 0.4600 11,649 11,649 11,882 11,882 12,120 8,080 8,242 8,242 8,406 8,406 100,560 Jefferson City Fire Pension Fund 0.0961 2,434 2,434 2,482 2,482 2,532 1,688 1,722 1,722 1,756 1,756 21,008 Jefferson City School District 4.7593 120,528 120,528 122,939 122,939 125,398 83,598 85,270 85,270 86,976 86,976 1,040,423 State of Missouri - Blind Pension Fund 0.0300 760 760 775 775 790 527 538 538 548 548 6,558 Surtax 0.5800 14,688 14,688 14,982 14,982 15,282 10,188 10,392 10,392 10,599 10,599 126,793 6.5625 166,194$ 166,194$ 169,518$ 169,518$ 172,908$ 115,272$ 117,578$ 117,578$ 119,929$ 119,929$ 1,434,618$ Projected Tax Abatement on Real PropertyCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-5 -11/17/2022
Estimated Assessed Value of Project Equipment 619,990$ 487,160$ 382,798$ 297,740$ 212,681$ 127,623$ 69,436$ 69,436$ 69,436$ 69,436$ Taxing JurisdictionTax Rate per $100 of AV2023 2024 2025 2026 2027 2028 2029 2030 2031 2032TotalCole County - General Revenue 0.0665 412$ 324$ 255$ 198$ 141$ 85$ 46$ 46$ 46$ 46$ 1,600$ Cole County - Road & Bridge 0.2779 1,723 1,354 1,064 827 591 355 193 193 193 193 6,686 Cole County Special Services (Developmental Disabilities Board) 0.0927 575 452 355 276 197 118 64 64 64 64 2,230 Jefferson City/Cole County Library District 0.2000 1,240 974 766 595 425 255 139 139 139 139 4,811 Jefferson City 0.4600 2,852 2,241 1,761 1,370 978 587 319 319 319 319 11,066 Jefferson City Fire Pension Fund 0.0961 596 468 368 286 204 123 67 67 67 67 2,312 Jefferson City School District 4.7593 29,507 23,185 18,219 14,170 10,122 6,074 3,305 3,305 3,305 3,305 114,496 State of Missouri - Blind Pension Fund 0.0300 186 146 115 89 64 38 21 21 21 21 722 5.9825 37,091$ 29,144$ 22,901$ 17,812$ 12,724$ 7,635$ 4,154$ 4,154$ 4,154$ 4,154$ 143,923$ Acquisition Year Investment 2023 2024 2025 2026 2027 2028 2029 2030 2031 20322022 2,083,275$ 619,990 487,160 382,798 297,740 212,681 127,623 69,436 69,436 69,436 69,436 Project Equipment Assessed Value (7-Year Depreciation)Projected Tax Revenues Without Abatement on Project EquipmentCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-6 -11/17/2022
Estimated Assessed Value of Project Equipment 619,990$ 487,160$ 382,798$ 297,740$ 212,681$ 127,623$ 69,436$ 69,436$ 69,436$ 69,436$ PILOT Payment 25% 25% 25% 25% 25% 50% 50% 50% 50% 50%Taxing JurisdictionTax Rate per $100 of AV2023 2024 2025 2026 2027 2028 2029 2030 2031 2032TotalCole County - General Revenue 0.0665 103$ 81$ 64$ 50$ 35$ 42$ 23$ 23$ 23$ 23$ 467$ Cole County - Road & Bridge 0.2779 431 338 266 207 148 177 96 96 96 96 1,953 Cole County Special Services (Developmental Disabilities Board)0.0927 144 113 89 69 49 59 32 32 32 32 651 Jefferson City/Cole County Library District 0.2000 310 244 191 149 106 128 69 69 69 69 1,406 Jefferson City 0.4600 713 560 440 342 245 294 160 160 160 160 3,233 Jefferson City Fire Pension Fund 0.0961 149 117 92 72 51 61 33 33 33 33 675 Jefferson City School District 4.7593 7,377 5,796 4,555 3,543 2,531 3,037 1,652 1,652 1,652 1,652 33,447 State of Missouri - Blind Pension Fund 0.0300 47 37 29 22 16 19 10 10 10 10 211 5.9825 9,273$ 7,286$ 5,725$ 4,453$ 3,181$ 3,818$ 2,077$ 2,077$ 2,077$ 2,077$ 42,043$ Projected PILOT Amounts on Project EquipmentCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-7 -11/17/2022
Estimated Assessed Value of Project Equipment 619,990$ 487,160$ 382,798$ 297,740$ 212,681$ 127,623$ 69,436$ 69,436$ 69,436$ 69,436$ Abatement Percentage 75% 75% 75% 75% 75% 50% 50% 50% 50% 50%Taxing JurisdictionTax Rate per $100 of AV2023 2024 2025 2026 2027 2028 2029 2030 2031 2032TotalCole County - General Revenue 0.0665 309$ 243$ 191$ 149$ 106$ 42$ 23$ 23$ 23$ 23$ 1,132$ Cole County - Road & Bridge 0.2779 1,292 1,015 798 621 443 177 96 96 96 96 4,733 Cole County Special Services (Developmental Disabilities Board) 0.0927 431 339 266 207 148 59 32 32 32 32 1,579 Jefferson City/Cole County Library District 0.2000 930 731 574 447 319 128 69 69 69 69 3,406 Jefferson City 0.4600 2,139 1,681 1,321 1,027 734 294 160 160 160 160 7,834 Jefferson City Fire Pension Fund 0.0961 447 351 276 215 153 61 33 33 33 33 1,637 Jefferson City School District 4.7593 22,130 17,389 13,664 10,628 7,592 3,037 1,652 1,652 1,652 1,652 81,049 State of Missouri - Blind Pension Fund 0.0300 140 110 86 67 48 19 10 10 10 10 511 5.9825 27,818$ 21,858$ 17,176$ 13,359$ 9,543$ 3,818$ 2,077$ 2,077$ 2,077$ 2,077$ 101,880$ Projected Tax Abatement on Project EquipmentCity of Jefferson, Missouri(JCMG Project)Cost Benefit Analysis-8 -11/17/2022
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
CITY OF JEFFERSON, MISSOURI,
AND
BOKF, N.A.,
as Trustee
________________
REAL PROPERTY TRUST INDENTURE
Dated as of December 1, 2022
________________
Relating to:
$15,700,000
(Aggregate Maximum Principal Amount)
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
-i-
REAL PROPERTY TRUST INDENTURE
TABLE OF CONTENTS
Page
Parties ................................................................................................................................ 1
Recitals............................................................................................................................... 1
Granting Clauses ................................................................................................................ 2
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms ........................................................................................ 3
Section 102. Rules of Interpretation ....................................................................................................... 8
Section 103. Date of Indenture ............................................................................................................... 9
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds ................................................................................................ 9
Section 202. Nature of Obligation .......................................................................................................... 9
Section 203. Denomination, Number and Dating of the Bonds ............................................................. 9
Section 204. Method and Place of Payment of Bonds ........................................................................... 9
Section 205. Execution and Authentication of Bonds .......................................................................... 10
Section 206. Registration, Transfer and Exchange of Bonds ............................................................... 11
Section 207. Persons Deemed Owners of Bonds ................................................................................. 11
Section 208. Authorization of the Bonds.............................................................................................. 12
Section 209. Mutilated, Lost, Stolen or Destroyed Bonds ................................................................... 13
Section 210. Cancellation and Destruction of Bonds Upon Payment .................................................. 14
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds ...................................................................................................... 14
Section 302. Effect of Call for Redemption ......................................................................................... 15
Section 303. Notice of Redemption ...................................................................................................... 15
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally ................................................................................................................ 15
-ii-
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Funds ............................................................................................................ 15
Section 502. Deposits into the Project Fund......................................................................................... 16
Section 503. Disbursements from the Project Fund ............................................................................. 16
Section 504. Completion of the Project Improvements ........................................................................ 16
Section 505. Disposition Upon Acceleration ........................................................................................ 16
ARTICLE VI
REVENUES AND FUNDS
Section 601. Deposits into the Bond Fund ........................................................................................... 17
Section 602. Application of Moneys in the Bond Fund ....................................................................... 17
Section 603. Payments Due on Days Other than Business Days ......................................................... 18
Section 604. Nonpresentment of Bonds ............................................................................................... 18
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust ............................................................................................. 18
Section 702. Investment of Moneys in Project Fund and Bond Fund .................................................. 18
Section 703. Record Keeping ............................................................................................................... 19
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest .................................................................................... 19
Section 802. Authority to Execute Indenture and Issue Bonds ............................................................ 19
Section 803. Performance of Covenants............................................................................................... 19
Section 804. Instruments of Further Assurance .................................................................................... 19
Section 805. Recordings and Filings .................................................................................................... 20
Section 806. Inspection of Books ......................................................................................................... 20
Section 807. Enforcement of Rights Under the Lease .......................................................................... 20
ARTICLE IX
DEFAULT AND REMEDIES
Section 901 Events of Default; Notice; Opportunity to Cure .............................................................. 20
Section 902. Acceleration of Maturity in Event of Default .................................................................. 21
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession .... 21
Section 904. Appointment of Receivers in Event of Default ............................................................... 22
Section 905. Exercise of Remedies by the Trustee ............................................................................... 22
Section 906. Limitation on Exercise of Remedies by Owners ............................................................. 22
Section 907. Right of Owners to Direct Proceedings ........................................................................... 23
Section 908. Application of Moneys in Event of Default .................................................................... 23
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Section 909. Remedies Cumulative ...................................................................................................... 24
Section 910. Waivers of Events of Default ........................................................................................... 25
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts.................................................................................................. 25
Section 1002. Fees, Charges and Expenses of the Trustee ..................................................................... 27
Section 1003. Notice to Owners if Default Occurs ................................................................................ 28
Section 1004. Intervention by the Trustee .............................................................................................. 28
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale ................................................. 28
Section 1006. Resignation of Trustee ..................................................................................................... 28
Section 1007. Removal of Trustee .......................................................................................................... 29
Section 1008. Appointment of Successor Trustee .................................................................................. 29
Section 1009. Vesting of Trusts in Successor Trustee ............................................................................ 29
Section 1010. Right of Trustee to Pay Taxes and Other Charges ........................................................... 29
Section 1011. Trust Estate May be Vested in Co-Trustee ....................................................................... 30
Section 1012. Accounting ...................................................................................................................... 30
Section 1013. Performance of Duties Under the Lease .......................................................................... 30
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Not Requiring Consent of Owners .......................................... 31
Section 1102. Supplemental Indentures Requiring Consent of Owners ................................................. 31
Section 1103. JCMG Investment's Consent to Supplemental Indentures............................................... 32
Section 1104. Opinion of Counsel .......................................................................................................... 32
ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Owners ................................................ 32
Section 1202. Supplemental Leases Requiring Consent of Owners ....................................................... 32
Section 1203. Opinion of Counsel .......................................................................................................... 33
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture ................................................................... 33
Section 1302. Bonds Deemed to be Paid ................................................................................................ 33
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Owners ................................................................... 34
Section 1402. Limitation of Rights Under this Indenture ...................................................................... 35
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Section 1403. Notices ............................................................................................................................. 35
Section 1404. Severability ...................................................................................................................... 36
Section 1405. Execution in Counterparts ............................................................................................... 36
Section 1406. Governing Law ................................................................................................................ 36
Section 1407. Electronic Transaction ..................................................................................................... 36
Section 1408. City Consent and Approvals ............................................................................................ 36
Section 1409. Anti-Discrimination Against Israel Act ........................................................................... 36
Section 1409. Performance by JCMG PC .............................................................................................. 37
Signature and Seals ........................................................................................................ S-1
Exhibit A – Project Site
Exhibit B – Form of Bonds
Exhibit C – Form of Representation Letter
REAL PROPERTY TRUST INDENTURE
THIS REAL PROPERTY TRUST INDENTURE, dated as of December 1, 2022 (this
“Indenture”), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city organized
and existing under the laws of the State of Missouri (the “City”), and BOKF, N.A., a national banking
association duly organized and existing and authorized to accept and execute trusts of the character herein
set forth under the laws of the United States of America, with a corporate trust office located in St. Louis,
Missouri, as trustee (the “Trustee”);
RECITALS:
1. The City is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b) of the Missouri Constitution, Sections 100.010 through 100.200, inclusive, of the Revised
Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend, improve
and equip certain projects (as defined in the Act), to issue industrial revenue bonds for the purpose of
providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for manufacturing, commercial, office industry, warehousing and
industrial development purposes upon such terms and conditions as the City deems advisable.
2. Pursuant to the Act, the City Council of the City gave notice to the affected taxing
jurisdictions in accordance with Section 100.059.1 of the Act regarding the City’s intent to approve the
issuance of two separate series of industrial development revenue bonds under the Act in order to finance
the costs of a project for Jefferson City Medical Group, P.C., a Missouri professional corporation
(“JCMG PC”) consisting of (a) constructing an approximately 28,000 square foot stand-alone outpatient
surgery center (the “Project Improvements”) on an approximately 6.85 acre site located at 3520 West
Edgewood Drive in the City (as legally described on Exhibit A, the “Project Site”), which will be
occupied by JCMG PC, and (b) acquiring and installing certain equipment and other perso nal property
within the Project Improvements (the “Project Equipment”).
3. Following notice to the affected taxing jurisdictions in accordance with Section
100.059.1 of the Act, the City Council of the City adopted Ordinance No. [________] on December 19,
2022 (the “Ordinance”), (a) approving a plan for the industrial development project, (b) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project), Series
2022, in the maximum principal amount of $15,700,000 (the “Bonds”), for the purpose of acquiring the
Project Site and constructing the Project Improvements located thereon (the Project Site and Project
Improvements being collectively referred to herein as the “Real Property”), and (c) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Personal Property Project), Series
2022, in the maximum principal amount of $2,100,000 (the “Personal Property Bonds”), for the
purpose of acquiring and installing the Project Equipment within the Project Improvements.
4. Pursuant to the Ordinance, the City is authorized to enter into (a) this Indenture with the
Trustee for the purpose of issuing and securing the Bonds, as herein provided, (b) a Real Property Lease
Agreement of even date herewith (the “Lease”) with JCMG Investment, LLC, a Missouri limited liability
company (together with its successors and assigns, “JCMG Investment”), under which the City will
acquire the Real Property and will lease the Real Property to JCMG Investment (which will sublease the
Real Property to JCMG PC) in consideration of rental payments by JCMG Investment that will be
sufficient to pay the principal of and interest on the Bonds, and (c) a Performance Agreement of even date
herewith (the “Performance Agreement”) with JCMG Investment and JCMG PC, pursuant to which
JCMG Investment and JCMG PC have agreed to make certain payments in lieu of taxes with respect to
the Real Property and the Project Equipment respectively.
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5. All things necessary to make the Bonds, when authenticated by the Trustee and issued as
provided in this Indenture, the valid and legally binding obligations of the City, and to constitute this
Indenture a valid and legally binding pledge and assignment of the Trust Estate (as defined herein) herein
made for the security of the payment of the principal of and interest on the Bonds, have been done and
performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds,
subject to the terms hereof, have in all respects been duly authorized.
NOW, THEREFORE, THIS REAL PROPERTY TRUST INDENTURE WITNESSETH:
GRANTING CLAUSES
That the City, in consideration of the premises, the acceptance by the Trustee of the trusts hereby
created, the purchase and acceptance of the Bonds by the Owners (as defined herein) thereof, and of other
good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the
payment of the principal of and interest on all of the Bonds issued and Outstanding (as defined herein)
under this Indenture from time to time according to their tenor and effect, and to secure the performance
and observance by the City of all the covenants, agreements and conditions herein and in the Bonds
contained, does hereby pledge and assign to the Trustee and its successors and assigns forever, subject to
Permitted Encumbrances, the property described in paragraphs (a), (b) and (c) below (said property being
herein referred to as the “Trust Estate”), to-wit:
(a) All right, title and interest of the City in and to the Real Property, subject to
JCMG Investment’s rights under the Lease, together with the tenements, hereditaments,
appurtenances, rights, easements, privileges and immunities thereunto belonging or appertaining
and, to the extent permissible, all permits, certificates, approvals and authorizations;
(b) All right, title and interest of the City in, to and under the Lease (excluding the
Unassigned Rights, as defined herein), and all rents, revenues and receipts derived by the City
from the Real Property including, without limitation, all rentals and other amounts to be received
by the City and paid by JCMG Investment under and pursuant to and subject to the provisions of
the Lease; and
(c) All moneys and securities from time to time held by or now or hereafter required
to be paid to the Trustee under the terms of this Indenture, and any and all other real or personal
property of every kind and nature from time to time hereafter, by delivery or by writing of any
kind, pledged, assigned or transferred as and for additional security hereunder by the City or by
anyone in its behalf, or with its written consent, to the Trustee, which is hereby authorized to
receive any and all such property at any and all times and to hold and apply the same subject to
the terms hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges
hereby pledged and assigned or agreed or intended so to be, to the Trustee and its successors and assigns
forever;
IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, for
the equal and proportionate benefit, protection and security of all Owners from time to time of the Bonds
Outstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of any
of the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture;
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PROVIDED, HOWEVER, that if the City pays, or causes to be paid, the principal of and
interest on the Bonds, at the time and in the manner mentioned in the Bonds, according to the true intent
and meaning thereof, or provides for the payment thereof (as provided in Article XIII), and pays or
causes to be paid to the Trustee all other sums of money due or to become due to it in accordance with the
terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted
shall cease, determine and be void; otherwise, this Indenture shall be and remain in full force and effect.
THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared,
covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are
to be issued, authenticated and delivered and that all of the Trust Estate is to be held and applied under,
upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes
as hereinafter expressed, and the City does hereby agree and covenant with the Trustee and with the
respective Owners from time to time, as follows:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to any words and terms defined
in the Lease (which definitions are hereby incorporated by reference) and any words and terms defined
elsewhere in this Indenture, the following words and terms as used in this Indenture shall have the
following meanings, unless some other meaning is plainly intended:
“Act” means, collectively, Article VI, Section 27(b) of the Missouri Constitution and Sections
100.010 through 100.200 of the Revised Statutes of Missouri.
“Additional Rent” means the additional rental described in Section 5.2 of the Lease.
“Approved Investor” means (a) JCMG Investment, (b) JCMG PC, (c) a Financing Party or (c)
any Person approved by the City Council of the City.
“Authorized City Representative” means the Mayor, the City Administrator, Finance Director,
City Clerk or such other Person at the time designated to act on behalf of the City as evidenced by written
certificate furnished to JCMG Investment and the Trustee containing the specimen signature of such
Person and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or
alternates, each of whom may perform all duties of the Authorized City Representative.
“Authorized JCMG Investment Representative” means the Person at the time designated to
act on behalf of JCMG Investment as evidenced by written certificate furnished to the City and the
Trustee containing the specimen signature of such Person and signed on behalf of JCMG Investment by
an authorized officer of JCMG Investment. Such certificate may designate an alternate or alternates, each
of whom may perform all duties of the Authorized JCMG Investment Representative.
“Authorized JCMG PC Representative” means the Person at the time designated to act on
behalf of JCMG PC as evidenced by written certificate furnished to the City and the Trustee containing
the specimen signature of such Person and signed on behalf of JCMG PC by an authorized officer of
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JCMG PC. Such certificate may designate an alternate or alternates, eac h of whom may perform all
duties of the Authorized JCMG PC Representative.
“Basic Rent” means the rental described in Section 5.1 of the Lease.
“Bond” or “Bonds” means the Taxable Industrial Development Revenue Bonds (JCMG – Real
Property Project), Series 2022, in the maximum aggregate principal amount of $15,700,000, issued,
authenticated and delivered under and pursuant to this Indenture.
“Bond Fund” means the “City of Jefferson, Missouri, Bond Fund – JCMG Real Property
Project” created in Section 501 of this Indenture.
“Bond Purchase Agreement” means the Real Property Bond Purchase Agreement dated as of
December 1, 2022, by and between the City and the Purchaser.
“Business Day” means any day other than a Saturday or Sunday or legal holiday or a day on
which banks located in the city in which the principal corporate trust office or the principal payment
office of the Trustee are required or authorized by law to remain closed.
“City” means the City of Jefferson, Missouri, a home rule charter city organized and existing
under the laws of the State.
“Closing Date” means the date identified in the Bond Purchase Agreement for the initial
issuance and delivery of the Bonds.
“Closing Price” means the amount specified in writing by the Purchaser and agreed to by the
City as the amount required to pay for the initial issuance of the Bonds on the Closing Date, which
amount may consists of all or a portion of the Project Costs spent by JCMG Investment, or by JCMG PC
on behalf of JCMG Investment, from its own funds before the Closing Date, and, at JCMG Investment’s
option, the costs of issuance of the Bonds if such costs are not paid from Bond proceeds.
“Completion Date” means the date of execution of the certificate required by Section 4.5 of the
Lease and Section 504 of this Indenture, which shall be deemed executed and filed on December 31,
2022, if not actually executed and filed by December 31, 2022, except as otherwise provided in Section
4.5 of the Lease.
“Cumulative Outstanding Principal Amount” means the aggregate principal amount of all
Bonds Outstanding under the provisions of this Indenture, not to exceed $15,700,000 as reflected in the
records maintained by the Trustee as provided in the Bonds and this Indenture.
“Event of Default” means, with respect to this Indenture, any Event of Default as defined in
Section 901 and, with respect to the Lease, any Event of Default as described in Section 12.1 of the
Lease.
“Financing Document” means any loan agreement, credit agreement, security agreement,
mortgage, participation agreement, lease agreement, sublease, ground lease, hedging agreement or other
document related to the Real Property and executed by or on behalf of, or for the benefit of, a Financing
Party.
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“Financing Party” means any Person providing debt, lease or equity financing (including equity
contributions or commitments) or hedging arrangements, or any renewal, extension or refinancing of any
such financing or hedging arrangements, or any guarantee, insurance, letter of credit or credit support for
or in connection with such financing or hedging arrangements, in connection with the development,
construction, ownership, lease, operation or maintenance of the Real Property or interests or rights in the
Lease, or any part thereof, including any trustee or agent acting on any such Person’s behalf.
“Full Insurable Value” means the reasonable replacement cost of the Real Property less
physical depreciation and exclusive of land, excavations, footings, foundation and parking lots as
determined at the expense of JCMG Investment from time to time.
“Government Securities” means direct obligations of, or obligations the payment of principal of
and interest on which are unconditionally guaranteed by, the United States of America.
“Indenture” means this Real Property Trust Indenture, as from time to time amended and
supplemented by Supplemental Indentures in accordance with the provisions of Article XI of this
Indenture.
“Investment Securities” means any investment approved in writing by the Authorized City
Representative and the Owners of all of the Outstanding Bonds.
“JCMG Investment” means JCMG Investment, LLC, a Missouri limited liability company, and
its successors or assigns.
“JCMG PC” means Jefferson City Medical Group, P.C., a Missouri professional corporation,
and its successors and assigns, as sublessee of the Real Property.
“Lease” means the Real Property Lease Agreement dated as of December 1, 2022 between the
City, as lessor, and JCMG Investment, as lessee, as from time to time amended and supplemented by
Supplemental Leases in accordance with the provisions thereof and of Article XII of this Indenture.
“Lease Term” means the period from the effective date of the Lease until the expiration thereof
pursuant to Section 3.2 of the Lease.
“Net Proceeds” means, when used with respect to any insurance or condemnation award with
respect to the Real Property, the gross proceeds from the insurance or condemnation award remaining
after payment of all expenses (including attorneys’ fees, Trustee’s fees and any extraordinary expenses of
the City and the Trustee) incurred in the collection of such gross proceeds.
“Outstanding” when used with reference to Bonds, means, as of a particular date, all Bonds
theretofore authenticated and delivered, except:
(a) Bonds previously canceled by the Trustee or delivered to the Trustee for
cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1302 of
this Indenture; and
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(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered pursuant to this Indenture.
“Owner” means the registered owner of any Bond as recorded on the bond registration records
maintained by the Trustee.
“Paying Agent” means the Trustee and any other bank or trust company designated by this
Indenture as paying agent for the Bonds at which the principal of or interest on the Bonds shall be
payable.
“Payment Date” means the date on which the principal of or interest on any Bond, whether at
the stated maturity thereof or the redemption date thereof, is payable, which shall be December 1 of each
year that the Bonds are Outstanding.
“Performance Agreement” means the Performance Agreement dated as of December 1, 2022
between the City, JCMG Investment and JCMG PC.
“Permitted Encumbrances” means, as of any particular time, as the same may encumber the
Project Site, (a) liens for ad valorem taxes, special assessments and other governmental charges not then
delinquent, (b) this Indenture, the Lease, the Sublease and the Performance Agreement, (c) utility, access
and other easements and rights-of-way, mineral rights, restrictions, exceptions and encumbrances that will
not materially interfere with or impair the operations being conducted on the Project Site or easements
granted to the City, (d) such minor defects, irregularities, encumbrances, easements, rights -of-way and
clouds on title as normally exist with respect to properties similar in character to the Project Site and as do
not in the aggregate materially impair the property affected thereby for the purpose for which it was
acquired or is held by the City, (e) liens or security interests granted pursuant to any Financing Document,
and (f) such exceptions to title set forth in the Ownership and Encumbrance Report,
[_________________] issued by [________________].
“Person” means an individual, partnership, corporation, business trust, joint stock company,
limited liability company, bank, insurance company, unincorporated association, joint venture or other
entity of whatever nature.
“Plans and Specifications” means the plans and specifications prepared for and showing the
Real Property, as amended from time to time before the Completion Date, the same being on file at the
principal office of JCMG Investment and JCMG PC, and which shall be available for reasonable
inspection during normal business hours and upon not less than one Business Day’s prior notice by the
City, the Trustee or their duly appointed representatives.
“Principal Amount Advanced” means the amount set forth in each requisition certificate in
accordance with Section 4.4 of the Lease, as reflected in the records maintained by the Trustee as
provided in the Bonds and this Indenture.
“Project Costs” means all costs of purchasing the Project Site and constructing the Project
Improvement thereon, including the following:
(a) all costs and expenses necessary or incident to the acquisition and construction of
the Project Improvements on the Project Site;
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(b) fees and expenses of architects, appraisers, surveyors and engineers for estimates,
surveys, soil borings and soil tests and other preliminary investigations and items necessary to the
commencement of construction, preparation of plans, drawings and specifications and supervision
of construction, as well as for the performance of all other duties of professionals and consultants
in relation to the construction of the Project Improvements or the issuance of the Bonds;
(c) all costs and expenses of every nature incurred in purchasing and constructing the
Project Improvements and otherwise improving the Project Site, including the actual cost of labor
and materials as payable to contractors, builders and materialmen in connection with the purchase
and construction of the Real Property;
(d) interest accruing on the Bonds until the Completion Date;
(e) the cost of any insurance maintained in accordance with Article VII of the
Lease;
(f) reasonable expenses of administration, supervision and inspection properly
chargeable to the Real Property, legal fees and expenses, including fees of Bond Counsel, fees
and expenses of accountants and other consultants, publication and printing expenses and initial
fees and expenses of the Trustee to the extent that said fees and expenses are necessary or
incident to the issuance and sale of the Bonds or the purchase and construction of the Real
Property;
(g) all other items of expense not elsewhere specified in this definition as may be
necessary or incident to: (1) the authorization, issuance and sale of the Bonds, including costs of
issuance of the Bonds; (2) the purchase and construction of the Real Property; and (3) the
financing thereof; and
(h) reimbursement to JCMG Investment or those acting for it for any of the above
enumerated costs and expenses incurred and paid by them before or after the execution of the
Lease.
“Project Fund” means the “City of Jefferson, Missouri, Project Fund – JCMG Real Property
Project” created in Section 501.
“Project Improvements” means the construction of an approximately 28,000 square foot stand-
alone outpatient surgery center facility located on the Project Site including all additions, alterations,
modifications and improvements thereto made pursuant to the Lease, which (a) will be occupied by
JCMG PC, (b) is completed pursuant to Article IV of the Lease, and (c) is paid for in whole from
proceeds of the Bonds.
“Project Site” means all of the real estate described in Exhibit A.
“Purchaser” means the Person identified in the Bond Purchase Agreement as the purchaser of
the Bonds.
“Real Property” means the Project Site and the Project Improvements located thereon.
“State” means the State of Missouri.
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“Sublease” means that certain lease by and between JCMG Investment, as sublessor, and JCMG
PC, as sublessee, pursuant to which JCMG Investment subleases the Real Property to JCMG PC, as such
lease may be amended from time to time.
“Supplemental Indenture” means any indenture supplemental or amendatory to this Indenture
entered into by the City and the Trustee pursuant to Article XI of this Indenture.
“Supplemental Lease” means any supplement or amendment to the Lease entered into pursuant
to Article XII of this Indenture.
“Trust Estate” means the Trust Estate described in the Granting Clauses of this Indenture.
“Trustee” means BOKF, N.A., St. Louis, Missouri, a national banking association duly
organized and existing and authorized to accept and execute trusts of the character herein set forth under
the laws of the United States of America, and its successor or successors and any other corporation which
at the time may be substituted in its place pursuant to and at the time serving as Trustee under this
Indenture.
“Unassigned Rights” means the City’s rights under the Lease to receive moneys for its own
account and the City’s rights to indemnification or to be protected from liabilities by insurance policies
required by the Lease, as provided in the Lease.
Section 102. Rules of Interpretation.
(a) Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders.
(b) Unless the context otherwise indicates, words importing the singular number shall
include the plural and vice versa, and words importing Persons shall include firms, associations and
corporations, including governmental entities, as well as natural Persons.
(c) Wherever in this Indenture it is provided that either party shall or will make any payment
or perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as
the case may be, such act or obligation.
(d) All references in this instrument to designated “Articles,” “Sections” and other
subdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions of
this instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.
(e) The Table of Contents and the Article and Section headings of this Indenture shall not be
treated as a part of this Indenture or as affecting the true meaning of the provisions hereof.
(f) Whenever an item or items are listed after the word “including,” such listing is not
intended to be a listing that excludes items not listed.
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Section 103. Date of Indenture. The dating of this Indenture as of December 1, 2022, is
intended as and for the convenient identification of this Indenture only and is not intended to indicate that
this Indenture was executed and delivered on said date, this Indenture being executed and delivered and
becoming effective simultaneously with the initial issuance of the Bonds.
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds. No Bonds may be issued under this Indenture
except in accordance with the provisions of this Article. The Bonds authorized to be issued under this
Indenture shall be designated as the “City of Jefferson, Missouri, Taxable Industrial Development
Revenue Bonds (JCMG – Real Property Project), Series 2022.” The maximum total principal amount of
Bonds that may be issued hereunder is hereby expressly limited to $15,700,000.
Section 202. Nature of Obligation. The Bonds and the interest thereon shall be special
obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the
Real Property and the Lease and not from any other fund or source of the City. The Bonds are secured by
a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as provided in this
Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City, the
State or any political subdivision thereof, and none of the City, the State or any political subdivision
thereof shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of
any constitutional, statutory or charter debt limitation or restriction and are not payable in any manner by
taxation.
Section 203. Denomination, Number and Dating of the Bonds.
(a) The Bonds shall be issuable in the form of one fully-registered Bond, in substantially the
form set forth in Exhibit B, in the denomination of $0.01 or any multiple thereof.
(b) The Bonds shall be dated by the Trustee as of the date of initial delivery thereof as
provided herein. If the Bonds are at any time thereafter transferred, any replacement Bonds shall be dated
as of the date of authentication thereof.
Section 204. Method and Place of Payment of Bonds.
(a) The principal of and interest on the Bonds shall be payable in any coin or currency of the
United States of America which on the respective dates of payment thereof is legal tender for payment of
public and private debts.
(b) Payment of the principal of the Bonds shall be made upon the presentation and surrender
of such Bonds at the principal payment office of any Paying Agent named in the Bonds. The payment of
principal of the Bonds shall be noted on the Bonds on Schedule I thereto and the registration books
maintained by the Trustee pursuant to Section 206. Payment of the interest on the Bonds shall be made
by the Trustee on each Payment Date to the Person appearing on the registration books of the Trustee
hereinafter provided for as the Owner thereof on the 15th day (whether or not a Business Day) of the
calendar month next preceding such Payment Date by check or draft mailed to such Owner at such
Owner’s address as it appears on such registration books.
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(c) The Bonds and the original Schedule I thereto shall be held by the Trustee in trust, unless
otherwise directed in writing by the Owner. If the Bonds are held by the Trustee, the Trustee shall, on
each Payment Date, send a revised copy of Schedule I via facsimile or other electronic means to the
Owner, JCMG Investment (if not the Owner) and the City. Absent manifest error, the amounts shown on
Schedule I as noted by the Trustee shall be conclusive evidence of the principal amount paid on the
Bonds.
(d) If there is one Owner of the Bonds, the Trustee is authorized to make the final or any
interim payments of principal of such Bonds by internal bank transfer or by electronic transfer to an
account at a commercial bank or savings institution designated in wri ting by such Owner and located in
the continental United States. The Trustee is also authorized to make interest payments on such Bonds by
internal bank transfer or by electronic transfer to an account at a commercial bank or savings institution
designated in writing by such Owner and located in the continental United States.
(e) If JCMG Investment or any Financing Party is the sole Owner of the Bonds and the
lessee under the Lease, then JCMG Investment may set-off its obligation to the City as lessor to pay Basic
Rent under the Lease against the City’s obligation to JCMG Investment as bondholder to pay principal of
and interest on the Bonds under this Indenture. The Trustee may conclusively rely on the absence of any
notice from JCMG Investment to the contrary as evidence that such set-off has occurred and that pursuant
to the set-off, JCMG Investment is deemed to have paid its obligation to the City as lessor to pay Basic
Rent under the Lease and the JCMG Investment is deemed to have paid its obligation to JCMG
Investment as bondholder to pay principal of and interest on the Bonds under this Indenture. On the final
Payment Date, JCMG Investment may deliver to the Trustee for cancellation the Bonds and JCMG
Investment shall receive a credit against the Basic Rent payable by JCMG Investment under Section 5.1
of the Lease in an amount equal to the remaining principal of the Bonds so tendered for cancellation plus
accrued interest thereon.
Section 205. Execution and Authentication of Bonds.
(a) The Bonds shall be executed on behalf of the City by the manual or facsimile signature of
the Mayor and attested by the manual or facsimile signature of the City Clerk and shall have the corporate
seal of the City affixed thereto or imprinted thereon. If any officer whose signature or facsimile thereof
appears on the Bonds ceases to be such officer before the delivery of such Bonds, such signature or
facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such Person had
remained in office until delivery. Any Bond may be signed by such Persons as at the actual time of the
execution of such Bond are the proper officers to sign such Bond although at the date of su ch Bond such
Persons may not have been such officers.
(b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the
form set forth in Exhibit B, which shall be manually executed by the Trustee. No Bond shall be entitled
to any security or benefit under this Indenture or shall be valid or obligatory for any purposes until such
Certificate of Authentication has been duly executed by the Trustee. The executed Certificate of
Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated
and delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed to
have been duly executed if signed by any authorized signatory of the Trustee.
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Section 206. Registration, Transfer and Exchange of Bonds.
(a) The Trustee shall keep books for the registration and transfer of Bonds as provided in this
Indenture.
(b) The Bonds may be transferred to an Approved Investor only upon the books kept for the
registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or
accompanied by an assignment duly executed by the Owner or such Owner’s attorney or legal
representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer of
the Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposed
assignee in substantially the form of Exhibit C. The Trustee has no duty or obligation to confirm that
any transferee that provides such representation letter is an Approved Investor. Upon any such transfer,
the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new
fully-registered Bond or Bonds, registered in the name of the transferee, of any denomination or
denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding
principal amount of such Bond, of the same maturity and bearing interest at the same rate.
(c) In all cases in which Bonds are exchanged or transferred hereunder the provisions of any
legend restrictions on the Bonds shall be complied with and the City shall execute and the Trustee shall
authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this
Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the
Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of
Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with
respect to such exchange or transfer, and such charge shall be paid before any such new Bond shall be
delivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer of
Bonds during the 15 days immediately preceding a Payment Date on the Bonds or, in the case of any
proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such
redemption or after such Bonds or any portion thereof has been selected for redemption.
(d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the
Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be
paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise
payable to such Owner under such Owner’s Bond.
Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name
the same is registered as shown on the bond registration books required by Section 206 shall be deemed
and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of
and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal
representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability
upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.
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Section 208. Authorization of the Bonds.
(a) The Bonds are authorized in the aggregate maximum principal amount of $15,700,000
for the purpose of providing funds to pay Project Costs, which Bonds shall be designated the “City of
Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project),
Series 2022.” The Bonds shall be dated as provided in Section 203(b) hereof, shall become due on
December 1, 2032 (subject to prior redemption as provided in Article III) and shall bear interest as
specified in Section 208(f), payable on the dates specified in Section 208(f).
(b) The Trustee is hereby designated as the Paying Agent. The Owners of a majority of
Bonds then-Outstanding may designate a different Paying Agent upon written notice to the City and the
Trustee.
(c) The Bonds shall be executed without material variance from the form and in the manner
set forth in Exhibit B and delivered to the Trustee for authentication. Prior to or simultaneously with the
authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the
following:
(1) a certified copy of the Ordinance;
(2) executed counterparts or copies of this Indenture, the Lease, the Performance
Agreement and the Bond Purchase Agreement;
(3) a representation letter from the Purchaser in substantially the form attached as
Exhibit C;
(4) a request and authorization to the Trustee on behalf of the City, executed by the
Authorized City Representative, to authenticate the Bonds and deliver the same to or at the
written direction of the Purchaser upon payment to the Trustee, for the account of the City, of the
purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled
to conclusively rely upon such request and authorization as to the name of the Purchaser and the
amount of such purchase price; and
(5) such other certificates, statements, receipts and documents as the Trustee shall
reasonably require for the delivery of the Bonds.
(d) When the documents specified in subsection (c) of this Section have been filed with the
Trustee, and when the Bonds have been executed and authenticated as required by this Indenture, either:
(1) the Purchaser shall pay the Closing Price to the Trustee, and the Trustee shall
endorse the Bonds in an amount equal to the Closing Price and then either hold the Bonds in trust
or if so directed in writing deliver the Bonds to or upon the order of the Purchaser; or
(2) JCMG Investment shall submit a requisition certificate in accordance with
Section 4.4 of the Lease, in an amount equal to the Closing Price, and the Trustee shall
authenticate and endorse the Bonds in an amount equal to the Closing Price and then either hold
the Bonds in trust or if so directed in writing deliver the Bonds to JCMG Investment (or another
purchaser or Financing Party designated by JCMG Investment).
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In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be
deemed to have deposited into the Project Fund, an amount equal to the Closing Price.
(e) Following the initial issuance and delivery of the Bonds, JCMG Investment, or JCMG PC
on behalf of JCMG Investment, may submit additional requisition certificates in accordance with Section
4.4 of the Lease. If the Purchaser does not pay to the Trustee the amount set forth in the requisition
certificate, the Purchaser will be deemed to have advanced an amount equal to the amount set forth in the
requisition certificate and, if the Trustee is holding the Bonds, the Trustee shall endorse the Bonds in an
amount equal to the amount set forth in each requisition certificate. The date of endorsement of each
Principal Amount Advanced as set forth on Schedule I to the Bonds shall be the date of the City’s
approval of each requisition certificate. The Trustee shall keep a record of the total requisitions submitted
to the Trustee for the Real Property, and shall notify the City if the requisitions submitted exceed the
maximum principal amount of the Bonds.
(f) The Bonds shall bear interest at the rate of 5.00% per annum on the Cumulative
Outstanding Principal Amount of the Bonds. Such interest shall be payable in arrears on each
December 1, commencing on December 1, 2023, and continuing thereafter until the Cumulative
Outstanding Principal Amount is paid in full, but not later than December 1, 2032. Interest shall be
calculated on the basis of a year of 360 days consisting of 12 months of 30 days each.
(g) The Trustee shall keep and maintain a record of the amount deposited or deemed to be
deposited into the Project Fund pursuant to the terms of this Indenture as the “Principal Amount
Advanced” and shall enter the aggregate principal amount of the Bonds then-Outstanding on its records as
the “Cumulative Outstanding Principal Amount.” If the Trustee is holding the Bonds, such advanced
amounts shall be reflected on Schedule I to the Bonds. To the extent that advances are deemed to have
been made pursuant to a requisition, the Trustee’s records of such advances shall be based solely on the
requisitions provided to it. On each date upon which a portion of the Cumulative Outstanding Principal
Amount is paid to the Owners, pursuant to the redemption provisions of this Indenture, the Trustee shall
enter on its records and Schedule I to the Bonds, if the Trustee is holding the Bonds, the principal amount
paid on the Bonds as the “Principal Amount Redeemed” and shall enter the then-Outstanding principal
amount of the Bonds as the “Cumulative Outstanding Principal Amount.” The records maintained by the
Trustee as to amounts deposited into the Project Fund or principal amounts paid on the Bonds shall be the
official records of the Cumulative Outstanding Principal Amount for all purposes, absent manifest error,
and shall be in substantially the form of the Table of Cumulative Outstanding Principal Amount as set out
in the form of Bonds in Exhibit B. To the extent JCMG Investment sets-off its obligation to the City as
lessee under the Lease against the City’s obligation to JCMG Investment as permitted by Section 204(e)
the Trustee shall not be required to confirm that such set-off has occurred. If any moneys are deposited
by the Trustee into the Project Fund, then the Trustee shall provide a statement of receipts and
disbursements with respect thereto to the City and JCMG Investment on a monthly basis. After the
Project Improvements have been completed and the certificate of payment of all costs is filed as provided
in Section 504, the Trustee, to the extent it has not already done so pursuant to this Section or Section
1012, shall file a final statement of receipts and disbursements with respect thereto with the City and
JCMG Investment.
Section 209. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated
or is lost, stolen or destroyed, the City shall execute and the Trustee shall authenticate and deliver a new
Bond of like series, date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the
case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case
of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Trustee evidence of
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such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to the
Trustee to save, defend and hold each of the City and the Trustee harmless. If any such Bond has
matured, instead of delivering a substitute Bond, the Trustee may pay the same without surrender thereof.
Upon the issuance of any substitute Bond, the City and the Trustee may require the payment of an amount
sufficient to reimburse the City and the Trustee for any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith.
Section 210. Cancellation and Destruction of Bonds Upon Payment.
(a) All Bonds that have been paid or redeemed or that the Trustee has purchased or that have
otherwise been surrendered to the Trustee under this Indenture, either at or before maturity shall be
canceled by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the
surrender thereof to the Trustee.
(b) All Bonds canceled under any of the provisions of this Indenture shall be destroyed by
the Trustee in accordance with applicable laws and regulations and the Trustee’s policies and practices.
The Trustee shall execute a certificate describing the Bonds so destroyed, and shall file executed
counterparts of such certificate with the City and JCMG Investment.
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds.
(a) The Bonds are subject to redemption and payment at any time before the stated maturity
thereof, at the option of the City, upon written instructions from JCMG Investment, (1) in whole, if
JCMG Investment, in accordance with the terms of the Lease, exercises its option to purchase the Real
Property and deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable
redemption date, or (2) in part, if JCMG Investment prepays additional Basic Rent pursuant to the Lease.
If only a portion of the Bonds are to be redeemed, (A) Bonds aggregating at least 10% of the maximum
aggregate principal amount of Bonds authorized hereunder shall not be subject to redemption and
payment before the stated maturity thereof, and (B) the Trustee shall keep a record of the amount of
Bonds to remain Outstanding following such redemption. Any redemption of Bonds pursuant to this
paragraph shall be at a redemption price equal to the par value thereof being redeemed, plus accrued
interest thereon, without premium or penalty, to the redemption date.
(b) The Bonds are subject to mandatory redemption, in whole or in part, to the extent of
amounts deposited in the Bond Fund pursuant to Sections 9.1(f) or 9.2(c) of the Lease, in the event of
substantial damage to or destruction or condemnation of substantially all of the Real Property. Bonds to
be redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliest
practicable date for which timely notice of redemption may be given as provided hereunder. Any
redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value
thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption
date. Before giving notice of redemption to the Owners pursuant to this paragraph (b), money in an
amount equal to the redemption price shall have been deposited in the Bond Fund.
(c) At its option, JCMG Investment may deliver to the Trustee for cancellation any Bonds
owned by JCMG Investment and not previously paid, and JCMG Investment shall receive a credit against
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the amounts payable by JCMG Investment for the redemption of such Bonds in an amount equal to the
principal amount of the Bonds so tendered for cancellation, plus accrued interest.
Section 302. Effect of Call for Redemption. Before or on the date fixed for redemption,
funds, Government Securities or a combination thereof, shall be placed with the Trustee which are
sufficient to pay the Bonds called for redemption and accrued interest thereon, if any, to the redemption
date. Upon the happening of the above conditions and appropriate written notice having been given, the
Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear
interest on the specified redemption date, shall no longer be entitled to the protection, benefit or security
of this Indenture and shall not be deemed to be Outstanding under the provisions o f this Indenture. If the
Bonds are fully redeemed before maturity and an amount of money equal to the Trustee’s and the Paying
Agent’s agreed to fees and expenses hereunder accrued and to accrue in connection with such redemption
is paid or provided for, the City shall, at JCMG Investment’s direction, deliver to JCMG Investment the
items described in Section 11.2 of the Lease.
Section 303. Notice of Redemption. If the Bonds are to be called for redemption as provided
in Section 301(a), JCMG Investment shall deliver written notice to the City and the Trustee that it has
elected to redeem all or a portion of the Bonds at least 40 days (10 days if there is one Owner) before the
scheduled redemption date. The Trustee shall then deliver written notice to the Owners at least 30 days
(five days if there is one Owner) before the scheduled redemption date by first-class mail (or facsimile, if
there is one Owner) stating the date upon which the Bonds will be redeemed and paid, unless such notice
period is waived by the Owners in writing.
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally. The Bonds and the Trustee’s Certificate of Authentication to
be endorsed thereon shall be issued in substantially the forms set forth in Exhibit B. The Bonds may
have endorsed thereon such legends or text as may be necessary or appropriate to conform to any
applicable rules and regulations of any governmental authority or any custom, usage or requirements of
law with respect thereto.
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Funds. There are hereby created and ordered to be established in
the custody of the Trustee the following special trust funds in the name of the City:
(a) “City of Jefferson, Missouri, Project Fund – JCMG Real Property Project”
(herein called the “Project Fund”).
(b) “City of Jefferson, Missouri, Bond Fund – JCMG Real Property Project” (herein
called the “Bond Fund”).
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Section 502. Deposits into the Project Fund. The proceeds of the sale of the Bonds (whether
actually paid or deemed paid under Section 208(d)), including Additional Payments as defined in the
Bond Purchase Agreement, when received, excluding such amounts required to be paid into the Bond
Fund pursuant to Section 601, shall be deposited by the Trustee into the Project Fund. Any money
received by the Trustee from any other source for the purpose of purchasing the Project Site and/or
constructing the Project Improvements thereon shall pursuant to any written directions from the Person
depositing such moneys also be deposited into the Project Fund.
Section 503. Disbursements from the Project Fund.
(a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of, or
reimbursement to JCMG Investment (or any other party that has made payment on behalf of JCMG
Investment) for payment of, Project Costs upon receipt of requisition certificates signed by JCMG
Investment, or JCMG PC on behalf of JCMG Investment with a copy to JCMG Investment, in accordance
with the provisions of Article IV of the Lease. The Trustee hereby covenants and agrees to disburse such
moneys in accordance with such provisions.
(b) If, pursuant to Sections 208(d) or (e), the Trustee is deemed to have deposited into the
Project Fund the amount specified in a requisition certificate submitted by JCMG Investment, or JCMG
PC on behalf of JCMG Investment with a copy to JCMG Investment, to the Trustee in accordance with
the provisions of Article IV of the Lease, the Trustee shall upon endorsement of the Bonds in an equal
amount be deemed to have disbursed such funds from the Project Fund to JCMG Investment (or such
other Person designated by JCMG Investment) in satisfaction of such requisition certificate. If the
Trustee is holding the Bonds, such deemed disbursement will be deemed to have been made on the date
the Trustee endorses the Bonds with respect to such additional amount.
(c) In paying any requisition under this Section, the Trustee may rely as to the completeness
and accuracy of all statements in such requisition certificate if such requisition cer tificate is signed by the
Authorized JCMG Investment Representative or by the Authorized JCMG PC Representative on behalf of
JCMG Investment with a copy to JCMG Investment. If the City so requests in writing, a copy of each
requisition certificate submitted to the Trustee for payment under this Section shall be promptly provided
by the Trustee to the City. The City hereby authorizes and directs the Trustee to make disbursements in
the manner and as provided for by the aforesaid provisions of the Lease.
Section 504. Completion of the Project Improvements. The completion of the construction
of the Project Improvements and payment of all costs and expenses incident thereto shall be evidenced by
the filing with the Trustee of the certificate required by the provisions of Section 4.5 of the Lease. As
soon as practicable after the Completion Date, any balance remaining in the Project Fund shall without
further authorization be transferred by the Trustee to the Bond Fund and applied as provided in
Section 4.6 of the Lease.
Section 505. Disposition Upon Acceleration. If the principal of the Bonds has become due
and payable pursuant to Section 902, upon the date of payment by the Trustee of any moneys due as
hereinafter provided in Article IX, any balance remaining in the Project Fund shall without further
authorization be deposited in the Bond Fund by the Trustee, with advice to the City and JCMG
Investment of such action.
ARTICLE VI
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REVENUES AND FUNDS
Section 601. Deposits into the Bond Fund.
(a) The Trustee shall deposit into the Bond Fund, as and when received, (1) all accrued
interest on the Bonds, if any, paid by the Purchaser; (2) all Basic Rent payable by JCMG Investment to
the City specified in Section 5.1 of the Lease; (3) any Additional Rent payable by JCMG Investment
specified in Section 5.2 of the Lease; (4) any amount in the Project Fund to be transferred to the Bond
Fund pursuant to Section 504 upon completion of the Project Improvements or pursuant to Section 505
upon acceleration of the Bonds; (5) subject to the terms and conditions of any Financing Document with
respect to the use thereof, the balance of any Net Proceeds of condemnation awards or insurance received
by the Trustee pursuant to Article IX of the Lease; (6) the amounts to be deposited in the Bond Fund
pursuant to Sections 9.1(f) and 9.2(c) of the Lease; (7) all interest and other income derived from
investments of Bond Fund moneys as provided in Section 702; and (8) all other moneys received by the
Trustee under and pursuant to any of the provisions of the Lease when accompanied by written directions
from the Person depositing such moneys that such moneys are to be paid into the Bond Fund.
(b) Whether or not deposits are being made to the Trustee, the Trustee shall notify JCMG
Investment in writing, at least 15 days before each date on which a payment is due under Section 5.1 of
the Lease, of the amount that is payable by JCMG Investment pursuant to such Section.
Section 602. Application of Moneys in the Bond Fund.
(a) Except as provided in Section 604 and Section 908 hereof and Section 4.6 of the Lease,
moneys in the Bond Fund shall be expended solely for the payment of the principal of and interest on the
Bonds as the same matures and becomes due or upon the redemption thereof before maturity; provided,
however, that any amounts received by the Trustee as Additional Rent under Section 5.2 of the Lease and
deposited to the Bond Fund as provided in Section 601 above, shall be expended by the Trustee for such
items of Additional Rent as they are received or due without further authorization from the City.
(b) The City hereby authorizes and directs the Trustee to withdraw sufficient funds from the
Bond Fund to pay the principal of and interest on the Bonds as the same becomes due and payable and to
make said funds so withdrawn available to the Paying Agent for the purpose of paying said principal and
interest.
(c) Whenever the amount in the Bond Fund from any source whatsoever is sufficient to
redeem all of the Bonds Outstanding and to pay interest to accrue thereon before and until such
redemption, the City covenants and agrees, upon request of JCMG Investment, to take and cause to be
taken the necessary steps to redeem all such Bonds on the next succeeding redemption date for which the
required redemption notice may be given or on such later redemption date as may be specified by JCMG
Investment. The Trustee may use any moneys in the Bond Fund to redeem a part of the Bonds
Outstanding in accordance with and to the extent permitted by Article III so long as JCMG Investment is
not in default with respect to any payments under the Lease and to the extent said moneys are in excess of
the amount required for payment of Bonds theretofore matured or called for redemption and past due
interest, if any, in all cases when such Bonds have not been presented for payment.
(d) After payment in full of the principal of and interest, if any, on the Bonds (or provision
has been made for the payment thereof as provided in this Indenture) and the fees, charges and expenses
of the Trustee, the City and any Paying Agent and any other amounts required to be paid under this
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Indenture, the Lease and the Performance Agreement, all amounts remaining in the Bond Fund shall be
paid to JCMG Investment upon the expiration or sooner termination of the Lease.
Section 603. Payments Due on Days Other than Business Days. In any case where the date
of maturity of principal of or interest, if any, on the Bonds or the date fixed for redemption of any Bonds
is not a Business Day, then payment of principal or interest, if any, need not be made on such date but
may be made on the next succeeding Business Day with the same force and effect as if made on the date
of maturity or the date fixed for redemption, and no interest, if any, shall continue to accrue for the period
after such date.
Section 604. Nonpresentment of Bonds. If any Bond is not presented for payment when the
principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof,
if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the City
to the Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely
discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability
for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted
exclusively to such fund or funds for any claim of whatever nature on his part under this Indenture or on,
or with respect to, said Bond. If any Bond is not presented for payment within one year following the
date when such Bond becomes due, whether by maturity or otherwise, the Trustee shall without liability
for interest thereon repay to JCMG Investment the funds theretofore held by it for payment of such Bond,
and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an
unsecured obligation of JCMG Investment, and the Owner thereof may look only to JCMG Investment
for payment, and then only to the extent of the amount so repaid, and JCMG Investment shall not be
liable for any interest thereon and shall not be regarded as a trustee of such money.
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee
for account of the Bond Fund or the Project Fund under any provision of this Indenture, and all moneys
deposited with or paid to any Paying Agent under any provision of this Indenture, shall be held by the
Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this
Indenture and the Lease, and, until used or applied as herein provided, shall constitute part of the Trust
Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any moneys received hereunder.
Section 702. Investment of Moneys in Project Fund and Bond Fund. Moneys held in the
Project Fund and the Bond Fund shall, pursuant to written direction of JCMG Investment, signed by the
Authorized Company Representative, be separately invested and reinvested by the Trustee in Investment
Securities which mature or are subject to redemption by the Owner before the date such funds will be
needed. If JCMG Investment fails to provide written directions concerning investment of moneys held in
the Project Fund and the Bond Fund, the Trustee shall hold such amounts uninvested in cash. The Trustee
may conclusively rely upon the Authorized JCMG Investment Representative’s written instructions as to
both the suitability and legality of the directed investments and such written direction shall be deemed to
be a certification that such directed investments constitute Investment Securities. The Trustee is
specifically authorized to implement its automated cash investment syste m to assure that cash on hand is
invested and to charge its normal cash management fees and cash sweep account fees, which may be
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deducted from income earned on investments; provided that any such fees shall not exceed the interest
income on the investment. Any such Investment Securities shall be held by or under the control of the
Trustee and shall be deemed at all times a part of the fund in which such moneys are originally held, and
the interest accruing thereon and any profit realized from such Investment Securities shall be credited to
such fund, and any loss resulting from such Investment Securities shall be charged to such fund. After the
Trustee has notice pursuant to Section 1001(h) of the existence of an Event of Default, the Trustee shall
direct the investment of moneys in the Bond Fund and the Project Fund. The Trustee shall sell and
reduce to cash a sufficient amount of such Investment Securities whenever the cash balance in any fund is
insufficient for the purposes of such fund. In determining the balance in any fund, investments in such
fund shall be valued at the lower of their original cost or their fair market value as of the most recent
Payment Date. The Trustee may make any and all investments permitted by the provisions of this Section
through its own bond department or any affiliate or short-term investment department.
Section 703. Record Keeping. The Trustee shall maintain records designed to show
compliance with the provisions of this Article and with the provisions of Article VI while any of the
Bonds are Outstanding.
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest. The City covenants and agrees that it will,
but solely from the rents, revenues and receipts derived from the Real Property and the Lease as described
herein, deposit or cause to be deposited in the Bond Fund sufficient sums payable under the Lease
promptly to meet and pay the principal of and interest on the Bonds as they become due and payable at
the place, on the dates and in the manner provided herein and in the Bonds according to the true intent
and meaning thereof. Nothing herein shall be construed as requiring the City to operate the Real Property
as a business other than as lessor or to use any funds or revenues from any source other than funds and
revenues derived from the Real Property.
Section 802. Authority to Execute Indenture and Issue Bonds. The City covenants that it is
duly authorized under the Constitution and laws of the State to execute this Indenture, to issue the Bonds
and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action on
its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and
effectively taken; that the Bonds in the hands of the Owners thereof are and will be valid and enforceable
obligations of the City according to the import thereof.
Section 803. Performance of Covenants. The City covenants that it will faithfully perform
or cause to be performed at all times any and all covenants, undertakings, stipulations and provisions
contained in this Indenture, in the Bonds and in all proceedings of its City Council pertaining thereto.
The Trustee may take such action as it deems appropriate to enforce all such covenants, undertakings,
stipulations and provisions of the City hereunder.
Section 804. Instruments of Further Assurance. The City covenants that it will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental
Indentures and such further acts, instruments, financing statements and other documents as the Trustee
may reasonably require for the better pledging and assigning unto the Trustee the property and revenues
herein described to the payment of the principal of and interest, if any, on the Bonds, upon being first
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indemnified by JCMG Investment or JCMG PC for the cost thereof. The City covenants and agrees that,
except as herein and in the Lease provided, it will not sell, convey, mortgage, encumber or otherwise
dispose of any part of the Real Property or the rents, revenues and receipts derived therefrom or from the
Lease, or of its rights under the Lease.
Section 805. Recordings and Filings. The City shall file or cause to be kept and filed all
financing statements and hereby authorizes and directs the Trustee to file or cause to be kept and filed
continuation statements with respect to such originally filed financing statements related to this Indenture
and all supplements hereto and such other documents as may be required under the Uniform Commercial
Code in order to fully preserve and protect the security of the Owners and the rights of the Trustee
hereunder. The City will cooperate in causing this Indenture and all Supplemental Indentures, the Lease
and all Supplemental Leases and all other security instruments to be recorded and filed in such manner
and in such places as may be required by law in order to fully preserve and protect the security of the
Owners and the rights of the Trustee hereunder. The Trustee shall file continuation statements with
respect to each Uniform Commercial Code financing statement relating to the Trust Estate filed by the
City at the time of the issuance of the Bonds; provided that a copy of the filed initial financing statement
is timely delivered to the Trustee. In addition, unless the Trustee has been notified in writing by the City
that any such initial filing or description of collateral was or has become defective, the Trustee shall be
fully protected in (a) relying on such initial filing and description of collateral in filing any financing or
continuation statements or modifications thereto pursuant to this Section, and (b) filing any continuation
statements in the same filing office as the initial filing was made. JCMG Investment shall be responsible
for the customary fees charged by the Trustee for the preparation and filing of continuation statements
and for the reasonable costs incurred by the Trustee in the preparation and filing of all continuation
statements hereunder, including attorneys’ fees and expenses. These fees shall be considered
“extraordinary services” fees.
Section 806. Inspection of Books. The City covenants and agrees that all books and
documents in its possession relating to the Real Property and the rents, revenues and receipts derived
from the Real Property shall at all times be open to inspection by such accountants or other agencies as
the Trustee may from time to time designate.
Section 807. Enforcement of Rights Under the Lease. The Trustee, as assignee, transferee,
pledgee and owner of a security interest under this Indenture, in its name or in the name of the City, may
enforce all assigned rights of the City and the Trustee and all obligations of JCMG Investment under and
pursuant to the Lease for and on behalf of the Owners, whether or not the City is in default hereunder.
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default; Notice; Opportunity to Cure. If any of the following
events occur, it is hereby defined as and declared to be and to constitute an “Event of Default”:
(a) Default in the due and punctual payment of the principal of any Bond, whether at
the stated maturity or accelerated maturity thereof, or at any date fixed for the redemption thereof;
(b) Default in the due and punctual payment of the interest on any Bond, whether at
the stated maturity or accelerated maturity thereof, or at any date fixed for the redemption thereof;
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(c) Default as specified in Section 12.1 of the Lease has occurred; or
(d) Default in the performance or breach of any other covenant or agreement under
this Indenture.
No default specified above shall constitute an Event of Default until the City, the Trustee or the
Owners of 25% in aggregate principal amount of all Bonds Outstanding has given actual notice of such
default by registered or certified mail or a recognized overnight delivery service to JCMG Investment and
each Financing Party, and JCMG Investment and each Financing Party have had 30 days after receipt of
such notice to correct said default or cause said default to be corrected and has not corrected said defa ult
or caused said default to be corrected within such period; provided, however, if any such default (other
than a default in the payment of any money) is such that it cannot be corrected within such period, it shall
not constitute an Event of Default if corrective action is instituted by JCMG Investment, any Financing
Party or the City, as the case may be, within such period and diligently pursued until the default is
corrected; provided, further that the Trustee is provided with a certification from the defaulting party to
the effect that such default cannot be corrected within such period and JCMG Investment, any Financing
Party or the City, as the case may be, has commenced or will promptly commence corrective action
within such period and will diligently pursue such action until the default is corrected. Nothing herein
shall constitute an obligation of any Financing Party to cure any defaults hereunder.
Section 902. Acceleration of Maturity in Event of Default.
(a) If an Event of Default has occurred and is continuing after the notice and cure period
described in Section 901 elapses, the Trustee may, and upon the written request of the City or the Owners
of not less than 25% in aggregate principal amount of Bonds then-Outstanding, shall, by notice in writing
delivered to the City, each Financing Party, JCMG Investment and JCMG PC, declare the principal of all
Bonds then-Outstanding and the interest accrued thereon immediately due and payable, and such principal
and interest and all other amounts due hereunder shall thereupon become and be immediately due and
payable.
(b) If, at any time after such declaration, but before the Bonds have matured by their terms,
all overdue installments of principal and interest upon the Bonds, together with the reasonable and proper
expenses of the Trustee, and all other sums then payable by the City under this Indenture are either paid
or provisions satisfactory to the Trustee are made for such payment, then and in every such case the
Trustee shall, but only with the written approval of a majority of the Owners of the Bonds then-
Outstanding, rescind such declaration and annul such default in its entirety. In such event, the Trustee
shall rescind any declaration of acceleration of installments of rent payments on the Bonds as provided in
Section 11.1 of the Lease.
(c) In case of any rescission, then and in every such case the City, the Trustee, JCMG
Investment and the Owners shall be restored to their former positions and rights hereunder respectively,
but no such rescission shall extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in
Possession. If an Event of Default has occurred and is continuing after the notice and cure period
described in Section 901 elapses, the City, upon demand of the Trustee, shall forthwith surrender the
possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take
possession of all or any part of the Trust Estate, together with the books, papers and accounts of the City
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pertaining thereto, and including the rights and the position of the City under the Lease, and to hold,
operate and manage the same, and from time to time make all needful repairs and improvements. The
Trustee may lease the Real Property or any part thereof, in the name and for account of the City, and
collect, receive and sequester the rents, revenues and receipts therefrom, and out of the same and any
moneys received from any receiver of any part thereof pay, and set up proper reserves for the payment of
all proper costs and expenses of so taking, holding and managing the same, including without limitation
(a) reasonable compensation to the Trustee, its agents and counsel, (b) any reasonable charges of the
Trustee hereunder, (c) any taxes and assessments and other charges before the lien of this Indenture,
(d) all expenses of such repairs and improvements and (e) any amounts payable under the Performance
Agreement. The Trustee shall apply the remainder of the moneys so received in accordance with the
provisions of Section 908. Whenever all that is due upon the Bonds has been paid and all defaults cured,
the Trustee shall surrender possession of the Trust Estate to the City, its successors or assigns, the same
right of entry, however, to exist upon any subsequent Event of Default. While in possession of such
property, the Trustee shall render annually to the City and JCMG Investment a summarized statement of
receipts and expenditures in connection therewith.
Section 904. Appointment of Receivers in Event of Default. If an Event of Default has
occurred and is continuing after the notice and cure period described in Section 901 elapses, and upon the
filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of
the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a
receiver or receivers of the Trust Estate or any part thereof, pending such proceedings, with such powers
as the court making such appointment shall confer.
Section 905. Exercise of Remedies by the Trustee.
(a) Upon the occurrence of an Event of Default, the Trustee may pursue any available
remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the
principal of and interest on the Bonds then-Outstanding and all other amounts due hereunder, and to
enforce and compel the performance of the duties and obligations of the City or JCMG Investment as
herein set forth or as set forth in the Lease, respectively.
(b) If an Event of Default has occurred and is continuing after the notice and cure period
described in Section 901 elapses, and if requested in writing to do so by (1) the City (in the case of an
Event of Default pursuant to Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it
relates to Unassigned Rights), (c) or (d) of the Lease), or (2) the Owners of 25% in aggregate principal
amount of Bonds then-Outstanding and indemnified as provided in Section 1001(l), the Trustee shall be
obligated to exercise such one or more of the rights and powers conferred by this Article as the Trustee,
being advised by counsel, shall deem most expedient and in the interests of the City or the Owners, as the
case may be.
(c) All rights of action under this Indenture or under any of the Bonds may be enforced by
the Trustee without the possession of any of the Bonds or the production thereof in any trial or other
proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in
its name as Trustee without necessity of joining as plaintiffs or defendants any Owners, and any recovery
of judgment shall, subject to the provisions of Section 908, be for the equal benefit of all the Owners of
the Outstanding Bonds.
Section 906. Limitation on Exercise of Remedies by Owners. No Owner shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or
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for the execution of any trust hereunder or for the appointment of a receiver or any other remedy
hereunder, unless (a) a default has occurred of which the Trustee has been notified as provided in
Section 1001(h) or of which by said subsection the Trustee is deemed to have notice, (b) such default has
become an Event of Default, (c) the Owners of 25% in aggregate principal amount of Bonds then-
Outstanding have made written request to the Trustee, have offered it reasonable opportunity either to
proceed for such reasonable period not to exceed 60 days following such notice and to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and have
offered to the Trustee indemnity as provided in Section 1001(l), and (d) the Trustee thereafter fails or
refuses to exercise the powers herein granted or to institute such action, suit or proceeding in its own
name; such notification, request and offer of indemnity are hereby declared in every case, at the option of
the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to
any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or
for any other remedy hereunder, it being understood and intended that no one or more Owners shall have
any right in any manner whatsoever to affect, disturb or prejudice this Indenture by their action or to
enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in
equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of
the Owners of all Bonds then-Outstanding. Nothing in this Indenture contained shall, however, affect or
impair the right of any Owner to payment of the principal of and interest on any Bond at and after the
maturity thereof or the obligation of the City to pay the principal of and interest on each of the Bonds
issued hereunder to the respective Owners thereof at the time, place, from the source and in the manner
herein and in the Bonds expressed.
Section 907. Right of Owners to Direct Proceedings.
(a) The Owners of a majority in aggregate principal amount of Bonds then-Outstanding may,
at any time, by an instrument or instruments in writing executed and delivered to the Trustee, direct the
time, method and place of conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings
hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of
law and of this Indenture, including Section 1001(l).
(b) Notwithstanding any provision in this Indenture to the contrary, including paragraph (a)
of this Section, the Owners shall not have the right to control or direct any remedies hereunder upon an
Event of Default under Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it
relates to Unassigned Rights), (c) or (d) of the Lease.
Section 908. Application of Moneys in Event of Default.
(a) All moneys received by the Trustee pursuant to any right given or action taken under the
provisions of this Article shall first be applied to the costs and expenses of the proceedings resulting in
the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the
Trustee (including any attorneys’ fees and expenses) or amounts to be paid pursuant to Section 903 and
second be applied to the obligations outstanding under the Lease and the Performance Agreement. Any
remaining moneys shall be deposited in the Bond Fund and applied as follows:
(1) Unless the principal of all the Bonds has become or has been declared due and
payable, all such moneys shall be applied:
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FIRST -- To the payment to the Persons entitled thereto of all installments of
interest, if any, then due and payable on the Bonds, in the order in which such
installments of interest became due and payable, and, if the amount available shall n ot be
sufficient to pay in full any particular installment, then to the payment , ratably, according
to the amounts due on such installment, to the Persons entitled thereto, without any
discrimination or privilege;
SECOND -- To the payment to the Persons entitled thereto of the unpaid
principal of any of the Bonds which shall have become due and payable (other than
Bonds called for redemption for the payment of which moneys are held pursuant to the
provisions of this Indenture), in the order of their due da tes, and, if the amount available
shall not be sufficient to pay in full Bonds due on any particular date, together with such
interest, then to the payment, ratably, according to the amount of principal due on such
date, to the Persons entitled thereto, without any discrimination or privilege.
(2) If the principal of all the Bonds has become due or has been declared due and
payable, all such moneys shall be applied to the payment of the principal and interest, if any, then
due and unpaid on all of the Bonds, without preference or priority of principal over interest or of
interest over principal or of any installment of interest over any other installment of interest or of
any Bond over any other Bond, ratably, according to the amounts due respectively for principal
and interest, to the Persons entitled thereto, without any discrimination or privilege.
(3) If the principal of all the Bonds has been declared due and payable, and if such
declaration thereafter has been rescinded and annulled under the provisions of Section 910, then,
subject to the provisions of subsection (2) of this Section if the principal of all the Bonds later
becomes due or is declared due and payable, the moneys shall be applied in accordance with the
provisions of subsection (1) of this Section.
(b) Whenever moneys are to be applied pursuant to the provisions of this Section, such
moneys shall be applied at such times and from time to time as the Trustee shall determine, having due
regard to the amount of such moneys available and which may become available for such application in
the future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be a Payment
Date unless it shall deem another date more suitable) upon which such application is to be made and upon
such date interest on the amounts of principal to be paid on such dates shall cease to accrue.
(c) Whenever all of the Bonds and interest thereon, if any, have been paid under the
provisions of this Section, and all fees, expenses and charges of the City and the Trustee and any other
amounts required to be paid under this Indenture and the Lease have been paid (including any amounts
payable under the Performance Agreement), any balance remaining in the Bond Fund shall be paid to
JCMG Investment as provided in Section 602.
Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferred
upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each
and every such remedy shall be cumulative and shall be in addition to any other remedy given to the
Trustee or to the Owners hereunder or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right, power or remedy accruing upon any Event of Default shall impair
any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or
acquiescence therein; every such right, power or remedy may be exercised from time to time and as often
as may be deemed expedient. If the Trustee has proceeded to enforce any right under this Indenture by
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the appointment of a receiver, by entry, or otherwise, and such proceedings have been discontinued or
abandoned for any reason, or have been determined adversely, then and in every such case the City,
JCMG Investment, the Trustee and the Owners shall be restored to their former positions and rights
hereunder, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had
been taken.
Section 910. Waivers of Events of Default. The Trustee shall waive any Event of Default
hereunder and its consequences and rescind any declaration of maturity of principal of and interest, if any,
on the Bonds, but only upon the written request of the Owners of at least 50% in aggregate principal
amount of all the Bonds then-Outstanding; provided, however, that (a) there shall not be waived without
the consent of the City an Event of Default hereunder arising from an Event of Default under
Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned
Rights), (c) or (d) of the Lease, and (b) there shall not be waived without the consent of the Owners of all
the Bonds Outstanding (1) any Event of Default in the payment of the principal of any Outstanding Bonds
when due (whether at the date of maturity or redemption specified therein), or (2) any Event of Default in
the payment when due of the interest on any such Bonds, unless before such waiver or rescission, all
arrears of interest, or all arrears of payments of principal when due, as the case may be, and all reasonable
expenses of the Trustee and the City (including reasonable attorneys’ fees and expenses), in connection
with such default, have been paid or provided for. In case of any such waiver or rescission, or in case any
proceeding taken by the Trustee on account of any such default has been discontinued or abandoned or
determined adversely, then and in every such case the City, JCMG Investment, the Trustee and the
Owners shall be restored to their former positions, rights and obligations hereunder, respectively, but no
such waiver or rescission shall extend to any subsequent or other default, or impair any right consequent
thereon and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had
been taken.
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon
it by this Indenture, and agrees to perform all ministerial duties and obligations of the City hereunder
(except as otherwise provided in Section 805) but only upon and subject to the following express terms
and conditions, and no implied covenants or obligations shall be read into this Indenture against the
Trustee:
(a) The Trustee, before the occurrence of an Event of Default and after the curing or
waiver of all Events of Default that may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. If any Event of Default has
occurred and is continuing, subject to Section 1001(l) below, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and shall use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the circumstances in the conduct
of its own affairs.
(b) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through agents, affiliates, attorneys or receivers and shall not
be responsible for any misconduct or negligence on the part of any agent, attorney or receiver
appointed or chosen by it with due care. The Trustee may conclusively rely upon and act or
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refrain from acting upon any opinion or advice of counsel, who may be counsel to the City or to
JCMG Investment, concerning all matters of trust hereof and the duties hereunder, and may in all
cases pay such reasonable compensation to all such agents, attorneys and receivers as may
reasonably be employed in connection with the trusts hereof. The Trustee shall not be
responsible for any loss or damage resulting from any action or nonaction by it taken or omitted
to be taken in good faith in reliance upon such opinion or advice of counsel addressed to the City
and the Trustee.
(c) The Trustee shall not be responsible for any recital herein or in the Bonds (except
with respect to the Certificate of Authentication of the Trustee endorsed on the Bonds), or except
as provided in the Lease and particularly Section 10.8 thereof, for the recording or rerecording,
filing or refiling of this Indenture or any security agreement in connection therewith (excluding
the continuation of Uniform Commercial Code financing statements), or for insuring the Real
Property or collecting any insurance moneys, or for the validity of the execution by the City of
this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the
sufficiency of the security of the Bonds. The Trustee shall not be responsible or liable for any
loss suffered in connection with any investment of funds made by it in accordance with
Article VII.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated and
delivered hereunder. The Trustee, in its individual or any other capacity, may become the Owner
or pledgee of Bonds with the same rights that it would have if it were not the Trustee. The
Trustee shall not be accountable for the use or application by the City or JCMG Investment of the
proceeds of any of the Bonds or of any money paid to or upon the order of the City or JCMG
Investment under any provision of this Indenture.
(e) The Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, affidavit, letter, telegram or other paper or document provided for under this
Indenture believed by it to be genuine and correct and to have been signed, presented or sent by
the proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon the
request or authority or consent of any Person who, at the time of making such request or giving
such authority or consent is an Owner, shall be conclusive and binding upon all future Owners of
the same Bond and upon Bonds issued in exchange therefor or upon transfer or in place thereof.
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity
of any instrument, paper or proceeding, or whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Trustee may rely upon a certificate signed by an Authorized
City Representative or an Authorized JCMG Investment Representative as sufficient evidence of
the facts therein contained, and before the occurrence of a default of which the Trustee has been
notified as provided in subsection (h) of this Section or of which by said subsection it is deemed
to have notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that
any particular dealing, transaction or action is necessary or expedient, but may at its discretion
secure such further evidence deemed necessary or advisable, but shall in no case be bound to
secure the same.
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(g) The permissive right of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty, and the Trustee shall not be answerable for other than its
negligence or willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of
any default hereunder except failure by the City to cause to be made any of the payments to the
Trustee required to be made in Article VI, unless the Trustee is specifically notified in writing of
such default by the City or by the Owners of at least 25% in aggregate principal amount of all
Bonds then-Outstanding.
(i) At any and all reasonable times and subject to JCMG Investment’s reasonable
and standard security procedures, the Trustee and its duly authorized agents, attorneys, experts,
engineers, accountants and representatives may, but shall not be required to, inspect any and all of
the Real Property, and all books, papers and records of JCMG Investment pertaining to the Real
Property and the Bonds, and to take such memoranda from and in regard thereto as may be
desired. The Trustee shall treat all proprietary information of JCMG Investment as confidential.
(j) The Trustee shall not be required to give any bond or surety in respect to the
execution of its trusts and powers hereunder or otherwise in respect of the Real Property.
(k) The Trustee may, but shall not be required to, demand, in respect of the
authentication of any Bonds, the withdrawal of any cash, the release of any property, or any
action whatsoever within the purview of this Indenture, any showings, certificates, opinions,
appraisals or other information, or corporate action or evidence thereof, in addition to t hat by the
terms hereof required, as a condition of such action by the Trustee deemed desirable for the
purpose of establishing the right of the City to the authentication of any Bonds, the withdrawal of
any cash, the release of any property or the taking of any other action by the Trustee.
(l) Notwithstanding anything in this Indenture or the Lease to the contrary, before
taking any action under this Indenture other than the payments from moneys on deposit in the
Project Fund or the Bond Fund, as provided herein, the Trustee may require that satisfactory
indemnity be furnished to it for the reimbursement of all costs and expenses to which it may be
put and to protect it against all liability which it may incur in or by reason of such action, except
liability which is adjudicated to have resulted from its negligence or willful misconduct by reason
of any action so taken.
(m) Notwithstanding any other provision of this Indenture to the contrary, any
provision relating to the conduct of or intended to provide authority to act, right to payment of
fees and expenses, protection, immunity and indemnification to the Trustee, shall be interpreted
to include any action of the Trustee, whether it is deemed to be in its capacity as Trustee, bond
registrar or Paying Agent.
(n) No provision of this Indenture or any other agreement executed in connection
herewith shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in t he exercise of any of its rights or
powers, except to the extent resulting from the Trustee’s bad faith, negligence or willful
misconduct.
Section 1002. Fees, Charges and Expenses of the Trustee. The Trustee shall be entitled to
payment of and/or reimbursement for reasonable fees for its ordinary services rendered hereunder and all
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advances, agent and counsel fees and other ordinary expenses reasonably made or incurred by the Trustee
in connection with such ordinary services. If it becomes necessary for the Trustee to perform
extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement
for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary
services or extraordinary expenses are caused by the neglect or willful misconduct of the Trustee, it shall
not be entitled to compensation or reimbursement therefor. The Trustee shall be entitled to payment a nd
reimbursement for the reasonable fees and charges of the Trustee as Paying Agent for the Bonds.
Pursuant to the provisions of Section 5.2 of the Lease, JCMG Investment has agreed to pay to the Trustee
all reasonable fees, charges and expenses of the Trustee under this Indenture. The Trustee agrees that the
City shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the Trustee
agrees to look only to JCMG Investment for the payment of all reasonable fees, charges and expenses of
the Trustee and any Paying Agent as provided in the Lease. Upon the occurrence of an Event of Default
and during its continuance, the Trustee shall have a lien with right of payment before payment on account
of principal of or interest on any Bond, upon all moneys in its possession under any provisions hereof for
the foregoing reasonable advances, fees, costs and expenses incurred. The Trustee’s right to
compensation and indemnification shall survive the satisfaction and discharge of this Indenture or its
resignation or removal hereunder and payment in full of the Bonds.
Section 1003. Notice to Owners if Default Occurs. If a default occurs of which the Trustee is
by Section 1001(h) required to take notice or if notice of default is given as in said subsection (h)
provided, then the Trustee shall give written notice thereof to the last known Owners of all Bonds then-
Outstanding as shown by the bond registration books required by Section 206 to be kept at the corporate
trust office of the Trustee.
Section 1004. Intervention by the Trustee. In any judicial proceeding to which the City is a
party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of
Owners, the Trustee may intervene on behalf of Owners and, subject to the provisions of Section 1001(l),
shall do so if requested in writing by the Owners of at least 25% of the aggregate principal amount of
Bonds then-Outstanding.
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale. With the prior
written consent of JCMG Investment, any corporation or association into which the Trustee may be
merged or converted or with or into which it may be consolidated, or to which it may sell or transfer its
corporate trust business and assets as a whole or substantially as a whole, or any corporation or
association resulting from any merger, conversion, sale, consolidation or transfer to which it is a party,
shall be and become successor Trustee hereunder and shall be vested with all the trusts, powers, rights,
obligations, duties, remedies, immunities and privileges hereunder as was its predecessor, without the
execution or filing of any instrument or any further act on the part of any of the parties hereto.
Section 1006. Resignation of Trustee. The Trustee and any successor Trustee may at any time
resign from the trusts hereby created by giving 30 days’ written notice to the City, JCMG Investment and
the Owners, and such resignation shall take effect at the end of such 30 days, or upon the earlier
appointment of a successor Trustee by the Owners or by the City; provided, however, that in no event
shall the resignation of the Trustee or any successor trustee become effective until such time as a
successor Trustee has been appointed and has accepted the appointment. If no successor has been
appointed and accepted the appointment within 30 days after the giving of such notice of resignation, the
Trustee may, at JCMG Investment’s expense, petition any court of competent jurisdiction for the
appointment of a successor Trustee.
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Section 1007. Removal of Trustee. The Trustee may be removed at any time, with or without
cause, by an instrument or concurrent instruments in writing (a) delivered to the Trustee, the City and
JCMG Investment and signed by the Owners of a majority in aggregate principal amount of Bonds th en-
Outstanding, or (b) so long as no Event of Default under this Indenture or the Lease shall have occurred
and be continuing, delivered to the Trustee, the City and the Owners and signed by JCMG Investment.
Section 1008. Appointment of Successor Trustee. If the Trustee hereunder resigns or is
removed, or otherwise becomes incapable of acting hereunder, or if it is taken under the control of any
public officer or officers or of a receiver appointed by a court, a successor Trustee (a) reasonably
acceptable to the City may be appointed by JCMG Investment (so long as no Event of Default has
occurred and is continuing), or (b) reasonably acceptable to the City and JCMG Investment may be
appointed by the Owners of a majority in aggregate principal amount of Bonds then-Outstanding, by an
instrument or concurrent instruments in writing; provided, nevertheless, that in case of such vacancy, the
City, by an instrument executed and signed by its Mayor and attested by its City Clerk under its seal, may
appoint a temporary Trustee to fill such vacancy until a successor Trustee shall be appointed in the
manner above provided. Any such temporary Trustee so appointed by the City shall immediately and
without further acts be superseded by the successor Trustee so appointed as provided above. Every such
Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good
standing and qualified to accept such trust with a corporate trust office in the State, and having a reported
capital, surplus and undivided profits of not less than $50,000,000. If no successor Trustee has been so
appointed and accepted appointment in the manner herein provided, the Trustee, at JCMG Investment’s
expense, or any Owner may petition any court of competent jurisdiction for the appointment of a
successor Trustee, until a successor has been appointed as above provided.
Section 1009. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the City and JCMG
Investment an instrument in writing accepting such appointment hereunder, and thereupon such successor
shall, without any further act, deed or conveyance, become fully vested with all the trusts, powers, rights,
obligations, duties, remedies, immunities and privileges of its predecessor and the duties and obligations
of such predecessor hereunder shall thereafter cease and terminate; but such predecessor shall,
nevertheless, on the written request of the City, execute and deliver an instrument transferring to such
successor Trustee all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of
such predecessor hereunder; every predecessor Trustee shall deliver all securities and moneys held by it
as Trustee hereunder to its successor. Should any instrument in writing from the City be required by any
predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and
all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City.
Section 1010. Right of Trustee to Pay Taxes and Other Charges. If any tax, assessment or
governmental or other charge upon, or insurance premium with respect to, any part of the Real Property is
not paid as required herein or in the Lease, the Trustee may pay such tax, assessment or governmental
charge or insurance premium, without prejudice, however, to any rights of the Tru stee or the Owners
hereunder arising in consequence of such failure; any amount at any time so paid under this Section, with
interest thereon from the date of payment at the rate of 10% per annum, shall become an additional
obligation secured by this Indenture, and the same shall be given a preference in payment over any
payment of principal of or interest on the Bonds, and shall be paid out of the proceeds of rents, revenues
and receipts collected from the Real Property, if not otherwise caused to be paid; but the Trustee shall be
under no obligation to make any such payment unless it has been requested to do so by the Owners of at
least 25% of the aggregate principal amount of Bonds then -Outstanding and has been provided adequate
funds for the purpose of such payment.
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Section 1011. Trust Estate May be Vested in Co-Trustee.
(a) It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction (including particularly the State) denying or restricting the right of banking corporations or
associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation
under this Indenture or the Lease, and in particular in cas e of the enforcement of either this Indenture or
the Lease upon the occurrence of an Event of Default or if the Trustee deems that by reason of any
present or future law of any jurisdiction it cannot exercise any of the powers, rights or remedies herein
granted to the Trustee, or take any other action which may be desirable or necessary in connection
therewith, it may be necessary or desirable that the Trustee appoint an additional individual or institution
as a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint such co-trustee or
separate trustee.
(b) If the Trustee appoints an additional individual or institution as a co -trustee or separate
trustee (which appointment shall be subject to the approval of JCMG Investment), each and every
remedy, power, right, claim, demand, cause of action, immunity, title, interest and lien expressed or
intended by this Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such
co-trustee or separate trustee but only to the extent necessary to enable such co-trustee or separate trustee
to exercise such powers, rights and remedies, and every covenant and obligation necessary to the exercise
thereof by such co-trustee or separate trustee shall run to and be enforceable by either of them.
(c) Should any deed, conveyance or instrument in writing from the City be required by the
co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to such co-trustee such properties, rights, powers, trusts, duties and obligations, any and all
such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and
delivered by the City.
(d) If any co-trustee or separate trustee shall die, become incapable of acting, resign or be
removed, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separate
trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a
successor to such co-trustee or separate trustee.
Section 1012. Accounting. The Trustee shall render an annual accounting for the period
ending December 31 of each year to the City, JCMG Investment and to any Owner requesting the same
and, upon the request of the City, JCMG Investment or any Owner, at such Owner’s expense, a monthly
accounting to any such party, showing in reasonable detail all financial transactions relating to the Trust
Estate during the accounting period and the balance in any funds or accounts created by this Indenture as
of the beginning and close of such accounting period.
Section 1013. Performance of Duties Under the Lease. The Trustee hereby accepts and
agrees to perform all duties and obligations assigned to it under the Lease.
ARTICLE XI
SUPPLEMENTAL INDENTURES
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Section 1101. Supplemental Indentures Not Requiring Consent of Owners. The City and
the Trustee may from time to time, without the consent of or notice to any of the Owners, enter into such
Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and
provisions hereof, for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Indenture, or to make
any other change which is not to the material prejudice of the Owners, or, in the judgment of the
Trustee, is not to the material prejudice of the Trustee or the Owners (provided the Trustee shall
be entitled to receive and may rely upon an opinion of counsel in exercising such judgment);
(b) To grant to or confer upon the Trustee for the benefit of the Owners any
additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon
the Owners or the Trustee or either of them;
(c) To more precisely identify the Real Property or to add additional property
thereto;
(d) To conform this Indenture to amendments to the Lease made by the City and
JCMG Investment; or
(e) To subject to this Indenture additional revenues, properties or collateral.
Section 1102. Supplemental Indentures Requiring Consent of Owners.
(a) Exclusive of Supplemental Indentures covered by Section 1101 and subject to the terms
and provisions contained in this Section, and not otherwise, the Owners of not less than a majority in
aggregate principal amount of the Bonds then-Outstanding may, from time to time, anything contained in
this Indenture to the contrary notwithstanding, consent to and approve the execution by the City and the
Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary
and desirable by the City for the purpose of modifying, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture;
provided, however, that without the consent of the Owners of 100% of the principal amount of the Bonds
then-Outstanding, nothing in this Section contained shall permit or be construed as permitting (1) an
extension of the maturity or a shortening of the redemption date of the principal of or interest, if any, on
any Bond issued hereunder, or (2) a reduction in the principal amount of any Bond or the rate of interest
thereon, if any, or (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (4) a
reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any
such Supplemental Indenture.
(b) If the City requests the Trustee to enter into any such Supplemental Indenture for any of
the purposes of this Section, the Trustee shall cause notice of the proposed execution of such
Supplemental Indenture to be mailed to each Owner as shown on the bond registration books required by
Section 206. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and
shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all
Owners. If within 60 days or such longer period as may be prescribed by the City following the mailing
of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and
approved the execution thereof as herein provided, no Owner shall have any right to object to any of the
terms and provisions contained therein, or the operation thereof, or in any manner to question the
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propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same
or from taking any action pursuant to the provisions thereof.
Section 1103. JCMG Investment’s Consent to Supplemental Indentures. Anything herein
to the contrary notwithstanding, a Supplemental Indenture under this Article shall not become effective
unless and until JCMG Investment, JCMG PC and any Financing Party have consented in writing to the
execution and delivery of such Supplemental Indenture. The Trustee shall cause notice of the proposed
execution and delivery of any Supplemental Indenture (regardless of whether it affects JCMG
Investment’s rights) together with a copy of the proposed Supplemental Indenture to be mailed to JCMG
Investment, JCMG PC and any Financing Party of which the Trustee has received written notice thereof
at least 15 days before the proposed date of execution and delivery of the Supplemental Indenture.
Section 1104. Opinion of Counsel. In executing, or accepting the additional trusts created by,
any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee and the City shall receive, and, shall be fully protected in relying upon, an
opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such
Supplemental Indenture is permitted by and in compliance with this Indenture and will, upon the
execution and delivery thereof, be a valid and binding obligation of the City. The Trustee may, but shall
not be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s rights, duties
or immunities under this Indenture or otherwise.
ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Owners. The City and the
Trustee shall, without the consent of or notice to the Owners, consent to the execution of any
Supplemental Lease or Supplemental Leases by the City and JCMG Investment as may be required (a) by
the provisions of the Lease and this Indenture, (b) for the purpose of curing any ambiguity or formal
defect or omission in the Lease, (c) so as to more precisely identify the Real Property or add additional
property thereto or (d) in connection with any other change therein which, in the judgment of the Trustee,
does not materially and adversely affect the Trustee or security for the Owners (provided the Trustee is
entitled to receive and rely upon an opinion of counsel in exercising such judgment).
Section 1202. Supplemental Leases Requiring Consent of Owners. Except for Supplemental
Leases as provided for in Section 1201, neither the City nor the Trustee shall consent to the execution of
any Supplemental Lease or Supplemental Leases by the City or JCMG Investment without the mailing of
notice and the obtaining of the written approval or consent of the Owners of not less than a majority in
aggregate principal amount of the Bonds at the time Outstanding given and obtained as provided in
Section 1102. If at any time the City and JCMG Investment shall request the consent of the Trustee to
any such proposed Supplemental Lease, the Trustee shall cause notice of such proposed Supplemental
Lease to be mailed in the same manner as provided in Section 1102 with respect to Supplemental
Indentures. Such notice shall briefly set forth the nature of such proposed Supplemental Lease and shall
state that copies of the same are on file in the corporate trust office of the Trustee for inspection by all
Owners. If within 60 days or such longer period as may be prescribed by the City following the mailing
of such notice, the Owners of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the execution of any such Supplemental Lease shall have consented to and
approved the execution thereof as herein provided, no Owner shall have any right to object to any of the
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terms and provisions contained therein, or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same
or from taking any action pursuant to the provisions thereof.
Section 1203. Opinion of Counsel. In executing or consenting to any Supplemental Lease
permitted by this Article, the City and the Trustee shall receive, and shall be fully protected in relying
upon, an opinion of counsel addressed to the Trustee and the City stating that the execution of such
Supplemental Lease is authorized or permitted by the Lease and this Indenture and the applicable law and
will upon the execution and delivery thereof be valid and binding obligations of the parties thereto.
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture.
(a) When the principal of and interest on all the Bonds have been paid in accordance with
their terms or provision has been made for such payment, as provided in Section 1302, and provision also
made for paying all other sums payable hereunder and under the Lease and the Performance Agreement,
including the reasonable fees and expenses of the Trustee, the City and the Paying Agent to the date of
retirement of the Bonds, then the right, title and interest of the Trustee in respect hereof shall thereupon
cease, determine and be void. Thereupon, the Trustee shall cancel, discharge and release this Indenture
and shall upon the written request of the City or JCMG Investment execute, acknowledge and deliver to
the City such instruments of satisfaction and discharge or release as shall be required to evidence such
release and the satisfaction and discharge of this Indenture, and shall assign and deliver to the City
(subject to the City’s obligations under Section 11.2 of the Lease) any property at the time subject to this
Indenture which may then be in its possession, except amounts in the Bond Fund required to be paid to
JCMG Investment under Section 602 and except funds or securities in which such funds are invested held
by the Trustee for the payment of the principal of and interest on the Bonds.
(b) The City is hereby authorized to accept a certificate by the Trustee that the wh ole amount
of the principal and interest, if any, so due and payable upon all of the Bonds then -Outstanding has been
paid or such payment provided for in accordance with Section 1302 as evidence of satisfaction of this
Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its
records.
Section 1302. Bonds Deemed to be Paid.
(a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the
principal of and interest thereon to the due date thereof (whether such due date be by reason of maturity
or upon redemption as provided in this Indenture, or otherwise), either (1) have been made or caused to be
made in accordance with the terms thereof, or (2) have been provided for by depositing with the Trustee
or other commercial bank or trust company having full trust powers and authorized to accept trusts in the
State in trust and irrevocably set aside exclusively for such payment (A) moneys sufficient to make such
payment or (B) Government Securities maturing as to principal and interest in such amount and at such
times as will ensure the availability of sufficient moneys to make such payment, or (3) have been
provided for by surrendering the Bonds to the Trustee for cancellation. At such time as Bonds are
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deemed to be paid hereunder, as aforesaid, they shall no longer be secured by or entitled to the benefits of
this Indenture, except for the purposes of such payment from such moneys or Government Securities.
(b) Notwithstanding the foregoing, in the case of Bonds which by their terms may be
redeemed before the stated maturities thereof, no deposit under clause (2) of the immediately preceding
paragraph shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to
be redeemed before their respective stated maturities, proper notice of such redemption has been given in
accordance with Article III or irrevocable instructions have been given to the Trustee to give such notice.
(c) Notwithstanding any provision of any other section of this Indenture which may be
contrary to the provisions of this Section, all moneys or Government Securities set asi de and held in trust
pursuant to the provisions of this Section for the payment of Bonds shall be applied to and used solely for
the payment of the particular Bonds, with respect to which such moneys or Government Securities have
been so set aside in trust.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Owners.
(a) Any consent, request, direction, approval, objection or other instrument required by this
Indenture to be signed and executed by the Owners may be in any number of concurrent writings of
similar tenor and may be signed or executed by such Owners in person or by agent appointed in writing.
Proof of the execution of any such instrument or of the writing appointing any such agent and of the
ownership of Bonds (other than the assignment of ownership of a Bond) if made in the following manner,
shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee
with regard to any action taken, suffered or omitted under any such instrument, namely:
(1) The fact and date of the execution by any Person of any such instrument may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the Person signing such instrument acknowledged
before him the execution thereof, or by affidavit of any witness to such execution.
(2) The fact of ownership of Bonds and the amount or amounts, numbers and other
identification of such Bonds, and the date of holding the same shall be proved by the registration
books of the City maintained by the Trustee pursuant to Section 206.
(b) In determining whether the Owners of the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under
this Indenture, Bonds owned by JCMG Investment shall be disregarded and deemed not to be
Outstanding under this Indenture, except that, in determining whether the Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Bonds
which the Trustee knows to be so owned shall be so disregarded; provided, the foregoing provisions shall
not be applicable if JCMG Investment is the only Owner of the Bonds. Notwithstanding the foregoing,
Bonds so owned which have been pledged in good faith shall not be disregarded as aforesaid if the
pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such
Bonds and that the pledgee is not JCMG Investment or any affiliate thereof.
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Section 1402. Limitation of Rights Under this Indenture. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds
is intended or shall be construed to give any Person other than the parties hereto, and the Owners, if any,
any right, remedy or claim under or in respect to this Indenture, this Indenture and all of the covenants,
conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto, the Financing Parties, if any, and the Owners, as herein provided.
Section 1403. Notices. It shall be sufficient service of any notice, request, complaint, demand
or other paper required by this Indenture to be given or filed with the City, the Trustee, JCMG Investment
or JCMG PC if the same is duly mailed by registered or certified mail, postage prepaid, or sent by
overnight delivery or other delivery service which requires written acknowledgment of receipt by the
addressee, addressed as follows:
(a) To the City:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
with a copy to:
City Counselor
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
(b) To the Trustee:
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
ATTN: Corporate Trust Department
(c) To JCMG Investment or JCMG PC:
Jefferson City Medical Group
1241 W. Stadium Boulevard
Jefferson City, Missouri 65109
Attention: Chief Financial Officer
with a copy to:
Gibbs Pool and Turner, P.C.
3225 Emerald Lane, Suite A
Jefferson City, Missouri
Attention: Hallie. H. Gibbs
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(d) To the Owners if the same is duly mailed by first -class, registered or certified
mail addressed to each of the Owners of Bonds at the time Outstanding as shown by the bond
registration books required by Section 206 to be kept at the corporate trust office of the Trustee.
All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the
date they are so mailed, provided that any of the foregoing given to the Trustee shall be effective only
upon receipt. All notices given by overnight delivery or other delivery service shall be deemed fully
given as of the date when received. A duplicate copy of each notice, certificate or other communication
given hereunder by either the City or the Trustee to the other shall also be given to JCMG Investment.
The City, JCMG Investment and the Trustee may from time to time designate, by notice given hereunder
to the others of such parties, such other addresses to which subsequent notices, certificates or other
communications shall be sent.
Section 1404. Severability. If any provision of this Indenture is held or deemed to be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have
the effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatsoever.
Section 1405. Execution in Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 1406. Governing Law. This Indenture shall be governed exclusively by and construed
in accordance with the applicable laws of the State.
Section 1407. Electronic Transaction. The parties agree that the transaction described herein
may be conducted and related documents may be sent, received or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action or suit in the appropriate court of law.
Section 1408. City Consent and Approvals. Pursuant to the Ordinance, the Mayor is
authorized to execute all documents on behalf of the City (including documents pertaining to the transfer
of property or the financing or refinancing of the Real Property by JCMG Investment or JCMG PC and
such easements, licenses, rights-of-way, plats and similar documents as may be requested by JCMG
Investment or JCMG PC) as may be required to carry out and comply with the intent of the Ordinance,
this Indenture and the Lease. The Mayor is also authorized, unless expressly prohibited herein, to grant
on behalf of the City such consents, estoppels and waivers relating to the Bonds, this Indenture, the Lease,
or the Performance Agreement as may be requested during the term thereof; provided, such consents,
estoppels and/or waivers shall not increase the principal amount of the Bonds, increase the term of the
Lease or the tax exemption as provided for therein, waive an Event of Default or materially change the
nature of the transaction unless approved by the City Council.
Section 1409. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, the Trustee certifies it is not currently engaged in and shall not, for the
duration of this Indenture, engage in a boycott of goods or services from (a) the State of Israel,
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(b) companies doing business in or with the State of Israel or authorized by, licensed by or organized
under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel.
Section 1410. Performance by JCMG PC. The Trustee and the City hereby acknowledge and
agree that to the extent that JCMG PC performs any obligation of JCMG Investment hereunder pursuant
to the Sublease or otherwise, the Trustee or the City shall accept such performance and such performance
shall constitute JCMG Investment’s performance of such obligation for all purposes hereof.
[Remainder of Page Intentionally Left Blank]
Real Property Trust Indenture
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
S-1
IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Indenture to be
signed in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and attested by
its City Clerk, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this
Indenture to be signed in its name and behalf by a duly authorized officer, all as of the date first above
written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Real Property Trust Indenture
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
S-2
BOKF, N.A., as Trustee
By:
Name:
Title:
A-1
EXHIBIT A
PROJECT SITE
The real property located in Cole County, Missouri, upon which the Project Improvements are
located, as more specifically described below:
B-1
EXHIBIT B
FORM OF BONDS
THIS BOND OR ANY PORTION HEREOF MAY BE TRANSFERRED,
ASSIGNED OR NEGOTIATED ONLY TO AN APPROVED INVESTOR
AS DEFINED IN THE HEREIN DESCRIBED INDENTURE.
No. 1 Not to Exceed
$15,700,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF JEFFERSON, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND
(JCMG – REAL PROPERTY PROJECT)
SERIES 2022
Interest Rate Maturity Date Dated Date
5.00% December 1, 2032 December [___], 2022
OWNER: JCMG INVESTMENT, LLC
MAXIMUM PRINCIPAL AMOUNT: FIFTEEN MILLION SEVEN HUNDRED
THOUSAND DOLLARS
THE CITY OF JEFFERSON, MISSOURI, a home rule charter city organized and existing
under the laws of the State of Missouri (the “City”), for value received, promises to pay, but solely from
the source hereinafter referred to, to the Owner named above, or registered assigns thereof, on the
Maturity Date shown above, the principal amount shown above, or such lesser amount as may be
outstanding hereunder as reflected on Schedule I hereto held by the Trustee as provided in the hereinafter
referred to Indenture. The City agrees to pay such principal amount to the Owner in any coin or currency
of the United States of America which on the date of payment thereof is legal tender for the payment of
public and private debts, and in like manner to pay to the Owner hereof, either by check or draft mailed to
the Owner at a stated address as it appears on the bond registration books of the City kept by the Trustee
under the within mentioned Indenture or, in certain situations authorized in the Indenture, by internal
bank transfer or by electronic transfer to an account at a commercial bank or savings institution located in
the continental United States. Interest on the Cumulative Outstanding Principal Amount (as hereinafter
defined) at the per annum Interest Rate stated above, payable in arrears on each December 1, commencing
on December 1, 2023, and continuing thereafter until the earlier of the date on which said Cumulative
Outstanding Principal Amount is paid in full or the Maturity Date. Interest on each advancement of the
principal amount of this Bond shall accrue from the date that such advancement is made, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each.
B-2
As used herein, the term “Cumulative Outstanding Principal Amount” means all Bonds
outstanding under the terms of the hereinafter defined Indenture, as reflected on Schedule I hereto
maintained by the Trustee.
THIS BOND is one of a duly authorized series of Bonds of the City designated the “City of
Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project),
Series 2022” (the “Bonds”), issued for the purpose of acquiring approximately 6.85 acres of land located
at 3520 West Edgewood Drive in Jefferson City, Missouri (“Project Site”) and constructing an
approximately 28,000 square foot stand-alone outpatient surgery center on the Project Site (the “Project
Improvements” and, together with the Project Site, the “Real Property”), which will be occupied by
Jefferson City Medical Group, P.C., a Missouri professional corporation (“JCMG PC”). The City will
lease the Real Property to JCMG Investment, LLC, a Missouri limited liability company (“JCMG
Investment”), under the terms of a Real Property Lease Agreement dated as of December 1, 2022 (said
Real Property Lease Agreement, as amended and supplemented from time to time in accordance with the
provisions thereof, being herein called the “Lease”), between the City and JCMG Investment, all
pursuant to the authority of and in full compliance with the provisions, restrictions and limitations of the
Constitution and statutes of the State of Missouri, including particularly the Act, and the City Charter and
pursuant to proceedings duly had by the City Council. JCMG Investment will sublease the Real Property
to JCMG PC.
THE BONDS are issued under and are equally and ratably secured and entitled to the protection
given by a Real Property Trust Indenture dated as of December 1, 2022 (said Real Property Trust
Indenture, as amended and supplemented from time to time in accordance with the provisions thereof,
being herein called the “Indenture”), between the City and BOKF, N.A., St. Louis, Missouri, as trustee
(the “Trustee”). Capitalized terms not defined herein shall have the meanings set forth in the Indenture.
Reference is hereby made to the Indenture for a description of the provisions, among others, with
respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City,
the Trustee and the Owners, and the terms upon which the Bonds are issued and secured.
THE BONDS are subject to redemption and payment at any time before the stated maturity
thereof, at the option of the City, upon written instructions from JCMG Investment, (1) in whole, if
JCMG Investment exercises its option to purchase the Real Property and deposits an amount sufficient to
effect such purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if JCMG
Investment prepays additional Basic Rent pursuant to the Lease; provided, however, if only a portion of
the Bonds are to be redeemed, Bonds aggregating at least 10% of the maximum principal amount of
Bonds authorized under the Indenture shall not be subject to redemption and payment before the stated
maturity thereof. Any redemption of Bonds pursuant to this paragraph shall be at a redemption price
equal to the par value thereof being redeemed, plus accrued interest thereon, without premium or penalty,
to the redemption date.
THE BONDS are subject to mandatory redemption, in whole or in part, to the extent of amounts
deposited in the Bond Fund pursuant to Section 9.1(f) or 9.2(c) of the Lease, in the event of substantial
damage to or destruction or condemnation of substantially all of the Real Property. Bonds to be redeemed
pursuant to this paragraph shall be called for redemption by the Trustee on the earliest practicable date for
which timely notice of redemption may be given as provided under the Indenture. Any redemption of
Bonds pursuant to this paragraph shall be at a redemption price equal to the par value thereof being
redeemed, plus accrued interest thereon, without premium or penalty, to the redemption date. Before
giving notice of redemption to the Owners pursuant to this paragraph, money in an amount equal to the
redemption price shall have been deposited in the Bond Fund.
B-3
If the Bonds are to be called for optional redemption, JCMG Investment shall deliver written
notice to the City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40
days (10 days if there is one Owner) before the scheduled redemption date. The Trustee shall then deliver
written notice to the Owner of this Bond at least 30 days (five days if there is one Owner) before the
scheduled redemption date by first-class mail (or facsimile, if there is one Owner) stating the date upon
which the Bonds will be redeemed and paid.
THE BONDS, including interest thereon, are special obligations of the City and are payable
solely out of the rents, revenues and receipts derived by the City from the Real Property and the Lease
and not from any other fund or source of the City, and are secured by a pledge and assignment of the Real
Property and of such rents, revenues and receipts, including all rentals and other amounts to be received
by the City under and pursuant to the Lease, all as provided in the Indenture. The Bonds do not constitute
a general obligation of the City or the State of Missouri, and neither the City nor the State of Missouri
shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any
constitutional, statutory or charter debt limitation or restriction and are not payable in any manner by
taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when
due of the principal of and interest on the Bonds are to be paid by JCMG Investment directly to the
Trustee for the account of the City and deposited in a special fund created by the City and designated the
“City of Jefferson, Missouri, Bond Fund – JCMG Real Property Project.”
THE OWNER of this Bond shall have no right to enforce the provisions of the Indenture or to
institute action to enforce the covenants therein, or to take any action with respect to any Event of Default
under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto,
except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect
set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then-Outstanding
may become or may be declared due and payable before the stated maturity thereof, together with interest
accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the
extent and in the circumstances permitted by the Indenture.
THIS BOND is transferable, as provided in the Indenture, only upon the books of the City kept
for that purpose at the above-mentioned office of the Trustee by the Owner hereof in person or by such
Person’s duly authorized attorney, upon surrender of this Bond together with a written instrument of
transfer reasonably satisfactory to the Trustee duly executed by the Owner or such Person’s duly
authorized attorney, and thereupon a new fully-registered Bond or Bonds, in the same aggregate principal
amount of this Bond, shall be issued to the transferee in exchange therefor as provided in the Indenture,
and upon payment of the charges therein prescribed. The City, the Trustee and any Paying Agent may
deem and treat the Person in whose name this Bond is registered as the absolute owner hereof for the
purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest
due hereon and for all other purposes.
THE BONDS are issuable in the form of one fully-registered Bond in the maximum principal
amount of $15,700,000.
THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any
security or benefit under the Indenture until the Certificate of Authentication hereon has been executed by
the Trustee.
B-4
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required
to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of this Bond do exist, have happened and have been performed in due time, form and manner as
required by the Constitution and laws of the State of Missouri.
IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Bond to be executed
in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile
signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon.
CITY OF JEFFERSON, MISSOURI
By:
Mayor
ATTEST: (Seal)
City Clerk
B-5
CERTIFICATE OF AUTHENTICATION
This Bond is the Taxable Industrial Development Revenue Bond (JCMG - Real Property Project),
Series 2022, described in the Indenture. The effective date of registration of this Bond is set forth below.
BOKF, N.A., as Trustee
____________________ By:
Date Authorized Signatory
B-6
SCHEDULE I
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
CITY OF JEFFERSON, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND
(JCMG – REAL PROPERTY PROJECT)
SERIES 2022
Bond No. 1
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
B-7
FORM OF ASSIGNMENT
(NOTE RESTRICTIONS ON TRANSFERS)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
____________________________________________________________________________________
Print or Typewrite Name, Address and Social Security or
other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_____________________________ attorney to transfer the within Bond on the books kept by the Trustee
for the registration and transfer of Bonds, with full power of substitution in the premises.
Dated: ______________________.
_______________________________________
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular.
Medallion Signature Guarantee:
C-1
EXHIBIT C
FORM OF REPRESENTATION LETTER
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
Attention: Corporate Trust Department
Re: $15,700,000 Maximum Principal Amount of Taxable Industrial Development Revenue
Bonds (JCMG – Real Property Project), Series 2022 of the City of Jefferson, Missouri
Ladies and Gentlemen:
In connection with the purchase of the above-referenced bonds (the “Bonds”), the undersigned
purchaser of the Bonds hereby represents, warrants and agrees as follows:
1. The undersigned understands that (a) the Bonds have been issued under and pursuant to a
Real Property Trust Indenture dated as of December 1, 2022 (the “Indenture”), between the City of
Jefferson, Missouri (the “City”), and BOKF, N.A., as trustee (the “Trustee”), (b) the Bonds are payable
solely out of certain rents, revenues and receipts to be derived from the leasing or sale of the Real
Property (as defined in the Indenture) to JCMG Investment, LLC, a Missouri limited liability company
(“JCMG Investment”) under a Real Property Lease Agreement dated as of December 1, 2022 (the
“Lease”), between the City and JCMG Investment, with certain of such rents, revenues and receipts being
pledged and assigned by the City to the Trustee under the Indenture to secure the payment of the principal
of and interest on the Bonds. JCMG Investment will sublease the Real Property to Jefferson City Medical
Group, P.C., as Missouri professional corporation (“JCMG PC”).
2. The undersigned understands that (a) the Bonds and the interest thereon are special,
limited obligations of the City payable solely out of the rents, revenues and receipts derived by the City
from the Real Property and the Lease, and not from any other fund or source of the City, (b) the Bonds
are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as
provided in the Indenture, (c) the Bonds and the interest thereon shall not constitute general obligations of
the City, the State of Missouri (the “State”) or any political subdivision thereof, and neither the City, the
State nor any political subdivision thereof shall be liable thereon, and (d) the Bonds do not constitute an
indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are
not payable in any manner by taxation.
3. The undersigned understands that the Bonds are transferable only in the manner provided
for in the Indenture and discussed below and warrants that it is acquiring the Bonds for its own account
with the intent of holding the Bonds as an investment, and the acquisition of the Bonds is not made with a
view toward their distribution or for the purpose of offering, selling or otherwise participating in a
distribution of the Bonds.
C-2
4. The undersigned is an Approved Investor, as defined in the Indenture.
5. The undersigned agrees not to attempt to offer, sell, hypothecate or otherwise distribute
the Bonds to others unless authorized by the terms of the Indenture and, if requested by the City, upon
receipt of an opinion of counsel reasonably acceptable to the City, JCMG Investment and the purchaser
that all registration and disclosure requirements of the Securities and Exchange Commission and all other
appropriate federal and State securities laws and the securities law of any other applicable state are
complied with.
6. JCMG Investment has (a) furnished to the undersigned such information about itself as
the undersigned deems necessary in order for it to make an informed investment decision wi th respect to
the purchase of the Bonds, (b) made available to the undersigned, during the course of this transaction,
ample opportunity to ask questions of, and to receive answers from, appropriate officers of the City and
the terms and conditions of the offering of the Bonds, and (c) provided to the undersigned all additional
information which it has requested. [*Delete this paragraph if JCMG Investment is the purchaser of the
Bonds.*]
7. The undersigned is now, and was when it agreed to purchase the Bonds, familiar with the
operations of JCMG Investment and fully aware of terms and risks of the Bonds. [*Delete previous
sentence if JCMG Investment is the purchaser of the Bonds.*] The undersigned believes that the Bonds
which it is acquiring is a security of the kind that it wishes to purchase and hold for investment and that
the nature and amount thereof are consistent with its investment program.
8. The undersigned is fully aware of and satisfied with (a) the current status of the title to
the Real Property and any issues related thereto and (b) the terms, amounts and providers of the insurance
maintained pursuant to Article VII of the Lease, and the undersigned is purchasing the Bonds with full
knowledge of such matters.
9. The undersigned understands and agrees that the interest on the Bonds is subject to
federal and state income taxation.
10. The undersigned hereby directs the Trustee to hold the Bonds in trust pursuant to
Section 204(c) of the Indenture.
Dated: , 20___
[PURCHASER OF BONDS]
By:
Name:
Title:
Gilmore & Bell, P.C.
Draft v2 – November 17, 2022
CITY OF JEFFERSON, MISSOURI,
AND
BOKF, N.A.,
as Trustee
________________
PERSONAL PROPERTY TRUST INDENTURE
Dated as of December 1, 2022
________________
Relating to:
$2,100,000
(Aggregate Maximum Principal Amount)
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
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PERSONAL PROPERTY TRUST INDENTURE
TABLE OF CONTENTS
Page
Parties ................................................................................................................................ 1
Recitals............................................................................................................................... 1
Granting Clauses ................................................................................................................ 2
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms ........................................................................................ 3
Section 102. Rules of Interpretation ....................................................................................................... 8
Section 103. Date of Indenture ............................................................................................................... 8
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds ................................................................................................ 8
Section 202. Nature of Obligation .......................................................................................................... 8
Section 203. Denomination, Number and Dating of the Bonds ............................................................. 9
Section 204. Method and Place of Payment of Bonds ........................................................................... 9
Section 205. Execution and Authentication of Bonds .......................................................................... 10
Section 206. Registration, Transfer and Exchange of Bonds ............................................................... 10
Section 207. Persons Deemed Owners of Bonds ................................................................................. 11
Section 208. Authorization of the Bonds.............................................................................................. 11
Section 209. Mutilated, Lost, Stolen or Destroyed Bonds ................................................................... 13
Section 210. Cancellation and Destruction of Bonds Upon Payment .................................................. 13
ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds ...................................................................................................... 14
Section 302. Effect of Call for Redemption ......................................................................................... 14
Section 303. Notice of Redemption ...................................................................................................... 14
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally ................................................................................................................ 15
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ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Funds ............................................................................................................ 15
Section 502. Deposits into the Project Fund......................................................................................... 15
Section 503. Disbursements from the Project Fund ............................................................................. 15
Section 504. Completion of the Purchase and Installation of the Project Equipment .......................... 16
Section 505. Disposition Upon Acceleration ........................................................................................ 16
ARTICLE VI
REVENUES AND FUNDS
Section 601. Deposits into the Bond Fund ........................................................................................... 16
Section 602. Application of Moneys in the Bond Fund ....................................................................... 17
Section 603. Payments Due on Days Other than Business Days ......................................................... 17
Section 604. Nonpresentment of Bonds ............................................................................................... 17
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust ............................................................................................. 18
Section 702. Investment of Moneys in Project Fund and Bond Fund .................................................. 18
Section 703. Record Keeping ............................................................................................................... 18
ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest .................................................................................... 19
Section 802. Authority to Execute Indenture and Issue Bonds ............................................................ 19
Section 803. Performance of Covenants............................................................................................... 19
Section 804. Instruments of Further Assurance .................................................................................... 19
Section 805. Recordings and Filings .................................................................................................... 19
Section 806. Inspection of Books ......................................................................................................... 20
Section 807. Enforcement of Rights Under the Lease .......................................................................... 20
ARTICLE IX
DEFAULT AND REMEDIES
Section 901 Events of Default; Notice; Opportunity to Cure .............................................................. 20
Section 902. Acceleration of Maturity in Event of Default .................................................................. 21
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in Possession .... 21
Section 904. Appointment of Receivers in Event of Default ............................................................... 21
Section 905. Exercise of Remedies by the Trustee ............................................................................... 22
Section 906. Limitation on Exercise of Remedies by Owners ............................................................. 22
Section 907. Right of Owners to Direct Proceedings ........................................................................... 23
Section 908. Application of Moneys in Event of Default .................................................................... 23
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Section 909. Remedies Cumulative ...................................................................................................... 24
Section 910. Waivers of Events of Default ........................................................................................... 24
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts.................................................................................................. 25
Section 1002. Fees, Charges and Expenses of the Trustee ..................................................................... 27
Section 1003. Notice to Owners if Default Occurs ................................................................................ 27
Section 1004. Intervention by the Trustee .............................................................................................. 28
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale ................................................. 28
Section 1006. Resignation of Trustee ..................................................................................................... 28
Section 1007. Removal of Trustee .......................................................................................................... 28
Section 1008. Appointment of Successor Trustee .................................................................................. 28
Section 1009. Vesting of Trusts in Successor Trustee ............................................................................ 29
Section 1010. Right of Trustee to Pay Taxes and Other Charges ........................................................... 29
Section 1011. Trust Estate May be Vested in Co-Trustee ....................................................................... 29
Section 1012. Accounting ...................................................................................................................... 30
Section 1013. Performance of Duties Under the Lease .......................................................................... 30
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Not Requiring Consent of Owners .......................................... 30
Section 1102. Supplemental Indentures Requiring Consent of Owners ................................................. 31
Section 1103. JCMG PC's Consent to Supplemental Indentures ........................................................... 31
Section 1104. Opinion of Counsel .......................................................................................................... 31
ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Owners ................................................ 32
Section 1202. Supplemental Leases Requiring Consent of Owners ....................................................... 32
Section 1203. Opinion of Counsel .......................................................................................................... 32
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture ................................................................... 32
Section 1302. Bonds Deemed to be Paid ................................................................................................ 33
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Owners ................................................................... 33
Section 1402. Limitation of Rights Under this Indenture ...................................................................... 34
-iv-
Section 1403. Notices ............................................................................................................................. 34
Section 1404. Severability ...................................................................................................................... 35
Section 1405. Execution in Counterparts ............................................................................................... 36
Section 1406. Governing Law ................................................................................................................ 36
Section 1407. Electronic Transaction ..................................................................................................... 36
Section 1408. City Consent and Approvals ............................................................................................ 36
Section 1409. Anti-Discrimination Against Israel Act ........................................................................... 36
Signature and Seals ............................................................................................................ 1
Exhibit A – Project Equipment
Exhibit B – Form of Bonds
Exhibit C – Form of Representation Letter
PERSONAL PROPERTY TRUST INDENTURE
THIS PERSONAL PROPERTY TRUST INDENTURE, dated as of December 1, 2022 (this
“Indenture”), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city organized
and existing under the laws of the State of Missouri (the “City”), and BOKF, N.A., a national banking
association duly organized and existing and authorized to accept and execute trusts of the character herein
set forth under the laws of the United States of America, with a corporate trust office located in St. Louis,
Missouri, as trustee (the “Trustee”);
RECITALS:
1. The City is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b) of the Missouri Constitution, Sections 100.010 through 100.200, inclusive, of the Revised
Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend, improve
and equip certain projects (as defined in the Act), to issue industrial revenue bonds for the purpose of
providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for manufacturing, commercial, office industry, warehousing and
industrial development purposes upon such terms and conditions as the City deems advisable.
2. Pursuant to the Act, the City Council of the City gave notice to the affected taxing
jurisdictions in accordance with Section 100.059.1 of the Act regarding the City’s intent to approve the
issuance of two separate series of industrial development revenue bonds under the Act in order to finance
the costs of a project for Jefferson City Medical Group, P.C., a Missouri professional corporation
(“JCMG PC”) consisting of (a) constructing an approximately 28,000 square foot stand-alone outpatient
surgery center (the “Project Improvements”) on an approximately 6.85 acre site located at 3520 West
Edgewood Drive in the City (as legally described on Exhibit A, the “Project Site”), which will be
occupied by Jefferson City Medical Group, and (b) acquiring and installing certain equipment and other
personal property within the Project Improvements (the “Project Equipment”).
3. Following notice to the affected taxing jurisdictions in accordance with Section
100.059.1 of the Act, the City Council of the City adopted Ordinance No. [________] on December 19,
2022 (the “Ordinance”), (a) approving a plan for the industrial development project, (b) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project), Series
2022, in the maximum principal amount of $15,700,000, for the purpose of acquiring the Project Site and
constructing the Project Improvements located thereon (the Project Site and Project Improvements being
collectively referred to herein as the “Real Property”), and (c) authorizing the issuance of Taxable
Industrial Development Revenue Bonds (JCMG – Personal Property Project), Series 2022, in the
maximum principal amount of $2,100,000 (the “Bonds”), for the purpose of acquiring and installing the
Project Equipment within the Project Improvements.
4. The City will acquire the Real Property from JCMG Investment, LLC, a Missouri limited
liability company (“JCMG Investment”) and JCMG Investment will lease the Real Property from the
City. JCMG Investment will sublease the Real Property to JCMG PC.
5. Pursuant to the Ordinance, the City is authorized to enter into (a) this Indenture with the
Trustee for the purpose of issuing and securing the Bonds, as herein provided, (b) a Personal Property
Lease Agreement of even date herewith (the “Lease”) with JCMG PC, under which the City will acquire
or cause to be acquired the Project Equipment and will lease the Project Equipment to JCMG PC in
consideration of rental payments by JCMG PC that will be sufficient to pay the principal of and interest
on the Bonds, and (c) a Performance Agreement of even date herewith (the “Performance Agreement”)
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with JCMG Investment and JCMG PC, pursuant to which JCMG Investment and JCMG PC have agreed
to make certain payments in lieu of taxes with respect to the Real Property and the Project Equipment
respectively.
6. All things necessary to make the Bonds, when authenticated by the Trustee and issued as
provided in this Indenture, the valid and legally binding obligations of the City, and to constitute this
Indenture a valid and legally binding pledge and assignment of the Trust Estate (as defined herein) herein
made for the security of the payment of the principal of and interest on the Bonds, have been done and
performed, and the execution and delivery of this Indenture and the execution and issuance of the Bonds,
subject to the terms hereof, have in all respects been duly authorized.
NOW, THEREFORE, THIS PERSONAL PROPERTY TRUST INDENTURE
WITNESSETH:
GRANTING CLAUSES
That the City, in consideration of the premises, the acceptance by the Trustee of the trusts hereby
created, the purchase and acceptance of the Bonds by the Owners (as defined herein) thereof, and of other
good and valuable consideration, the receipt of which is hereby acknowledged, and in order to secure the
payment of the principal of and interest on all of the Bonds issued and Outstanding (as defined herein)
under this Indenture from time to time according to their tenor and effect, and to secure the performance
and observance by the City of all the covenants, agreements and conditions herein and in the Bonds
contained, does hereby pledge and assign to the Trustee and its successors and assigns forever, subject to
Permitted Encumbrances, the property described in paragraphs (a), (b) and (c) below (said property being
herein referred to as the “Trust Estate”), to-wit:
(a) All right, title and interest of the City in and to the Project Equipment, subject to
JCMG PC’s rights under the Lease, together with the tenements, hereditaments, appurtenances,
rights, easements, privileges and immunities thereunto belonging or appertaining and, to the
extent permissible, all permits, certificates, approvals and authorizations;
(b) All right, title and interest of the City in, to and under the Lease (excluding the
Unassigned Rights, as defined herein), and all rents, revenues and receipts derived by the City
from the Project Equipment including, without limitation, all rentals and other amounts to be
received by the City and paid by JCMG PC under and pursuant to and subject to the provisions of
the Lease; and
(c) All moneys and securities from time to time held by or now or hereafter required
to be paid to the Trustee under the terms of this Indenture, and any and all other real or p ersonal
property of every kind and nature from time to time hereafter, by delivery or by writing of any
kind, pledged, assigned or transferred as and for additional security hereunder by the City or by
anyone in its behalf, or with its written consent, to the Trustee, which is hereby authorized to
receive any and all such property at any and all times and to hold and apply the same subject to
the terms hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate with all rights and privileges
hereby pledged and assigned or agreed or intended so to be, to the Trustee and its successors and assigns
forever;
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IN TRUST NEVERTHELESS, upon the terms and subject to the conditions herein set forth, for
the equal and proportionate benefit, protection and security of all Owners from time to time of the Bonds
Outstanding under this Indenture, without preference, priority or distinction as to lien or otherwise of any
of the Bonds over any other of the Bonds except as expressly provided in or permitted by this Indenture;
PROVIDED, HOWEVER, that if the City pays, or causes to be paid, the principal of and
interest on the Bonds, at the time and in the manner mentioned in the Bonds, according to the true intent
and meaning thereof, or provides for the payment thereof (as provided in Article XIII), and pays or
causes to be paid to the Trustee all other sums of money due or to become due to it in accordance with the
terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted
shall cease, determine and be void; otherwise, this Indenture shall be and remain in full force and effect.
THIS INDENTURE FURTHER WITNESSETH, and it is hereby expressly declared,
covenanted and agreed by and between the parties hereto, that all Bonds issued and secured hereunder are
to be issued, authenticated and delivered and that all of the Trust Estate is to be held and applied under,
upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes
as hereinafter expressed, and the City does hereby agree and covenant with the Trustee and with the
respective Owners from time to time, as follows:
ARTICLE I
DEFINITIONS
Section 101. Definitions of Words and Terms. In addition to any words and terms defined
in the Lease (which definitions are hereby incorporated by reference) and any words and terms defined
elsewhere in this Indenture, the following words and terms as used in this Indenture shall have the
following meanings, unless some other meaning is plainly intended:
“Act” means, collectively, Article VI, Section 27(b) of the Missouri Constitution and Sections
100.010 through 100.200 of the Revised Statutes of Missouri.
“Additional Rent” means the additional rental described in Section 5.2 of the Lease.
“Approved Investor” means (a) JCMG PC, (b) JCMG Investment, (c) a Financing Party or (d)
any Person approved by the City Council of the City.
“Authorized City Representative” means the Mayor, the City Administrator, Finance Director,
City Clerk or such other Person at the time designated to act on behalf of the City as evidenced by written
certificate furnished to JCMG Investment and the Trustee containing the specimen signature of such
Person and signed on behalf of the City by its Mayor. Such certificate may designate an alternate or
alternates, each of whom may perform all duties of the Authorized City Representative.
“Authorized JCMG PC Representative” means the Person at the time designated to act on
behalf of JCMG PC as evidenced by written certificate furnished to the City and the Trustee containing
the specimen signature of such Person and signed on behalf of JCMG PC by an authorized officer of
JCMG PC. Such certificate may designate an alternate or alternates, each of whom may perform all
duties of the Authorized JCMG PC Representative.
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“Basic Rent” means the rental described in Section 5.1 of the Lease.
“Bond” or “Bonds” means the Taxable Industrial Development Revenue Bonds (JCMG –
Personal Property Project), Series 2022, in the maximum aggregate principal amount of $2,100,000,
issued, authenticated and delivered under and pursuant to this Indenture.
“Bond Fund” means the “City of Jefferson, Missouri, Bond Fund – JCMG Personal Property
Project” created in Section 501 of this Indenture.
“Bond Purchase Agreement” means the Personal Property Bond Purchase Agreement dated as
of December 1, 2022, by and between the City and the Purchaser.
“Business Day” means any day other than a Saturday or Sunday or legal holiday or a day on
which banks located in the city in which the principal corporate trust office or the principal payment
office of the Trustee are required or authorized by law to remain closed.
“City” means the City of Jefferson, Missouri, a home rule charter city organized and existing
under the laws of the State.
“Closing Date” means the date identified in the Bond Purchase Agreement for the initial
issuance and delivery of the Bonds.
“Closing Price” means the amount specified in writing by the Purchaser and agreed to by the
City as the amount required to pay for the initial issuance of the Bonds on the Closing Date, which
amount may consists of all or a portion of the Project Costs spent by JCMG PC, from its own funds
before the Closing Date, and, at JCMG PC’s option, the costs of issuance of the Bonds if such costs are
not paid from Bond proceeds.
“Completion Date” means the date of execution of the certificate required by Section 4.5 of the
Lease and Section 504 of this Indenture, which shall be deemed executed and filed on December 31,
2022, if not actually executed and filed by December 31, 2022, except as otherwise provided in Section
4.5 of the Lease.
“Cumulative Outstanding Principal Amount” means the aggregate principal amount of all
Bonds Outstanding under the provisions of this Indenture, not to exceed $2,100,000 as reflected in the
records maintained by the Trustee as provided in the Bonds and this Indenture.
“Event of Default” means, with respect to this Indenture, any Event of Default as defined in
Section 901 and, with respect to the Lease, any Event of Default as described in Section 12.1 of the
Lease.
“Financing Document” means any loan agreement, credit agreement, security agreement,
mortgage, participation agreement, lease agreement, sublease, ground lease, hedging agreement or other
document related to the Project Equipment and executed by or on behalf of, or for the benefit of, a
Financing Party.
“Financing Party” means any Person providing debt, lease or equity financing (including equity
contributions or commitments) or hedging arrangements, or any renewal, extension or refinancing of any
such financing or hedging arrangements, or any guarantee, insurance, letter of credit or credit support for
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or in connection with such financing or hedging arrangements, in connection with the acquisition,
ownership, lease, operation or maintenance of the Project Equipment or interests or rights in the Lease, or
any part thereof, including any trustee or agent acting on any such Person’s behalf.
“Full Insurable Value” means the reasonable replacement cost of the Project Equipment less
physical depreciation as determined at the expense of JCMG PC from time to time.
“Government Securities” means direct obligations of, or obligations the payment of principal of
and interest on which are unconditionally guaranteed by, the United States of America.
“Indenture” means this Personal Property Trust Indenture, as from time to time amended and
supplemented by Supplemental Indentures in accordance with the provisions of Article XI of this
Indenture.
“Investment Securities” means any investment approved in writing by the Authorized City
Representative and the Owners of all of the Outstanding Bonds.
“JCMG Investment” means JCMG Investment, LLC, a Missouri limited liability company, and
its successors or assigns.
“JCMG PC” means Jefferson City Medical Group, P.C., a Missouri professional corporation,
and its successors and assigns.
“Lease” means the Personal Property Lease Agreement dated as of December 1, 2022 between
the City, as lessor, and JCMG PC, as lessee, as from time to time amended and supplemented by
Supplemental Leases in accordance with the provisions thereof and of Article XII of this Indenture.
“Lease Term” means the period from the effective date of the Lease until the expiration thereof
pursuant to Section 3.2 of the Lease.
“Net Proceeds” means, when used with respect to any insurance or condemnation award with
respect to the Project Equipment, the gross proceeds from the insurance or condemnation award
remaining after payment of all expenses (including attorneys’ fees, Trustee’s fees and any extraordinary
expenses of the City and the Trustee) incurred in the collection of such gross proceeds.
“Outstanding” when used with reference to Bonds, means, as of a particular date, all Bonds
theretofore authenticated and delivered, except:
(a) Bonds previously canceled by the Trustee or delivered to the Trustee for
cancellation;
(b) Bonds deemed to be paid in accordance with the provisions of Section 1302 of
this Indenture; and
(c) Bonds in exchange for or in lieu of which other Bonds have been authenticated
and delivered pursuant to this Indenture.
“Owner” means the registered owner of any Bond as recorded on the bond registration records
maintained by the Trustee.
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“Paying Agent” means the Trustee and any other bank or trust company designated by this
Indenture as paying agent for the Bonds at which the principal of or interest on the Bonds shall be
payable.
“Payment Date” means the date on which the principal of or interest on any Bond, whether at
the stated maturity thereof or the redemption date thereof, is payable, which shall be December 1 of each
year that the Bonds are Outstanding.
“Performance Agreement” means the Performance Agreement dated as of December 1, 2022
between the City, JCMG PC and JCMG Investment.
“Permitted Encumbrances” means, as of any particular time (a) liens for ad valorem taxes,
special assessments and other governmental charges not then delinquent, (b) this Indenture, the Lease and
the Performance Agreement, (c) liens or security interests granted pursuant to any Financing Document,
and (d) unrecorded licenses or other rights granted in the ordinary course of business.
“Person” means an individual, partnership, corporation, business trust, joint stock company,
limited liability company, bank, insurance company, unincorporated association, joint venture or other
entity of whatever nature.
“Principal Amount Advanced” means the amount set forth in each requisition certificate in
accordance with Section 4.4 of the Lease, as reflected in the records maintained by the Trustee as
provided in the Bonds and this Indenture.
“Project Costs” means all costs of purchasing and installing the Project Equipment, including
the following:
(a) all costs and expenses necessary or incident to the acquisition of any portion of
the Project Equipment which JCMG PC conveys to the City;
(b) fees and expenses of consultants for any preliminary investigations and items
necessary to the determination of the necessary equipment replacements and upgrades,
preparation of specifications for the Project Equipment and supervision of the installation of the
Project Equipment, as well as for the performance of all other duties of professionals and
consultants in relation to the purchase and installation of the Project Equipment or the issuance of
the Bonds;
(c) all costs and expenses of every nature incurred in purchasing and installing the
Project Equipment, including the actual cost of labor, materials, machinery, furnishings and
equipment as payable to contractors and materialmen in connection with the purchase and
installation of the Project Equipment;
(d) interest accruing on the Bonds until the Completion Date;
(e) the cost of any insurance maintained in accordance with Article VII of the
Lease;
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(f) reasonable expenses of administration, supervision and inspection properly
chargeable to the Project Equipment, legal fees and expenses of Bond Counsel, fees and expenses
of accountants and other consultants, publication and printing expenses, and initial fees and
expenses of the Trustee to the extent that said fees and expenses are necessary or incident to the
issuance and sale of the Bonds or the purchase and installation of the Project Equipment;
(g) all other items of expense not elsewhere specified in this definition as may be
necessary or incident to: (1) the authorization, issuance and sale of the Bonds, including costs of
issuance of the Bonds; (2) the purchase and installation of the Project Equipment; and (3) the
financing thereof; and
(h) reimbursement to JCMG PC or those acting for it for any of the above
enumerated costs and expenses incurred and paid by them before or after the execution of the
Lease.
“Project Equipment” means all items of machinery, equipment or other personal property
located at the Project Site, acquired on or before the Completion Date pursuant to Article IV of the Lease,
and paid for in whole from proceeds of the Bonds, as described in Exhibit A attached hereto and by this
reference made a part hereof.
“Project Fund” means the “City of Jefferson, Missouri, Project Fund – JCMG Personal Property
Project” created in Section 501.
“Project Improvements” means the construction of an approximately 28,000 square foot stand-
alone outpatient surgery center facility located on the Project Site.
“Project Site” means the approximately 6.85 of real property located at 3520 West Edgewood
Drive in Jefferson City, Missouri, upon which the Project Improvements and Project Equipment are
located.
“Purchaser” means the Person identified in the Bond Purchase Agreement as the purchaser of
the Bonds.
“State” means the State of Missouri.
“Supplemental Indenture” means any indenture supplemental or amendatory to this Indenture
entered into by the City and the Trustee pursuant to Article XI of this Indenture.
“Supplemental Lease” means any supplement or amendment to the Lease entered into pursuant
to Article XII of this Indenture.
“Trust Estate” means the Trust Estate described in the Granting Clauses of this Indenture.
“Trustee” means BOKF, N.A., St. Louis, Missouri, a national banking association duly
organized and existing and authorized to accept and execute trusts of the character herein set forth under
the laws of the United States of America, and its successor or successors and any other corporation which
at the time may be substituted in its place pursuant to and at the time serving as Trustee under this
Indenture.
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“Unassigned Rights” means the City’s rights under the Lease to receive moneys for its own
account and the City’s rights to indemnification or to be protected from liabilities by insurance policies
required by the Lease, as provided in the Lease.
Section 102. Rules of Interpretation.
(a) Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders.
(b) Unless the context otherwise indicates, words importing the singular number shall
include the plural and vice versa, and words importing Persons shall include firms, associations and
corporations, including governmental entities, as well as natural Persons.
(c) Wherever in this Indenture it is provided that either party shall or will make any payment
or perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as
the case may be, such act or obligation.
(d) All references in this instrument to designated “Articles,” “Sections” and other
subdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions of
this instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words of
similar import refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision.
(e) The Table of Contents and the Article and Section headings of this Indenture shall not be
treated as a part of this Indenture or as affecting the true meaning of the provisions hereof.
(f) Whenever an item or items are listed after the word “including,” such listing is not
intended to be a listing that excludes items not listed.
Section 103. Date of Indenture. The dating of this Indenture as of December 1, 2022, is
intended as and for the convenient identification of this Indenture only and is not intended to indicate that
this Indenture was executed and delivered on said date, this Indenture being executed and delivered and
becoming effective simultaneously with the initial issuance of the Bonds.
ARTICLE II
THE BONDS
Section 201. Title and Amount of Bonds. No Bonds may be issued under this Indenture
except in accordance with the provisions of this Article. The Bonds authorized to be issued under this
Indenture shall be designated as the “City of Jefferson, Missouri, Taxable Industrial Development
Revenue Bonds (JCMG – Personal Property Project), Series 2022.” The maximum total principal amount
of Bonds that may be issued hereunder is hereby expressly limited to $2,100,000.
Section 202. Nature of Obligation. The Bonds and the interest thereon shall be special
obligations of the City payable solely out of the rents, revenues and receipts derived by the City from the
Project Equipment and the Lease and not from any other fund or source of the City. The Bonds are
secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners, as provided
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in this Indenture. The Bonds and the interest thereon shall not constitute general obligations of the City,
the State or any political subdivision thereof, and none of the City, the State or any political subdivision
thereof shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of
any constitutional, statutory or charter debt limitation or restriction and are not payable in any manner by
taxation.
Section 203. Denomination, Number and Dating of the Bonds.
(a) The Bonds shall be issuable in the form of one fully-registered Bond, in substantially the
form set forth in Exhibit B, in the denomination of $0.01 or any multiple thereof.
(b) The Bonds shall be dated by the Trustee as of the date of initial delivery thereof as
provided herein. If the Bonds are at any time thereafter transferred, any replacement Bonds shall be dated
as of the date of authentication thereof.
Section 204. Method and Place of Payment of Bonds.
(a) The principal of and interest on the Bonds shall be payable in any coin or currency of the
United States of America which on the respective dates of payment thereof is legal tender for payment of
public and private debts.
(b) Payment of the principal of the Bonds shall be made upon the presentation and surrender
of such Bonds at the principal payment office of any Paying Agent named in the Bonds. The payment of
principal of the Bonds shall be noted on the Bonds on Schedule I thereto and the registration books
maintained by the Trustee pursuant to Section 206. Payment of the interest on the Bonds shall be made
by the Trustee on each Payment Date to the Person appearing on the registration books of the Trustee
hereinafter provided for as the Owner thereof on the 15th day (whether or not a Business Day) of the
calendar month next preceding such Payment Date by check or draft mailed to such Owner at such
Owner’s address as it appears on such registration books.
(c) The Bonds and the original Schedule I thereto shall be held by the Trustee in trust, unless
otherwise directed in writing by the Owner. If the Bonds are held by the Trustee, the Trustee shall, on
each Payment Date, send a revised copy of Schedule I via facsimile or other electronic means to the
Owner, JCMG PC (if not the Owner) and the City. Absent manifest error, the amounts shown on
Schedule I as noted by the Trustee shall be conclusive evidence of the principal amount paid on the
Bonds.
(d) If there is one Owner of the Bonds, the Trustee is authorized to make the final or any
interim payments of principal of such Bonds by internal bank transfer or by electronic transfer to an
account at a commercial bank or savings institution designated in writing by such Owner and located in
the continental United States. The Trustee is also authorized to make interest payments on such Bonds by
internal bank transfer or by electronic transfer to an account at a co mmercial bank or savings institution
designated in writing by such Owner and located in the continental United States.
(e) If JCMG PC or any Financing Party is the sole Owner of the Bonds and the lessee under
the Lease, then JCMG PC may set-off its obligation to the City as lessor to pay Basic Rent under the
Lease against the City’s obligation to JCMG PC as bondholder to pay principal of and interest on the
Bonds under this Indenture. The Trustee may conclusively rely on the absence of any notice from JCMG
PC to the contrary as evidence that such set-off has occurred and that pursuant to the set-off, JCMG PC is
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deemed to have paid its obligation to the City as lessor to pay Basic Rent under the Lease and the JCMG
PC is deemed to have paid its obligation to JCMG PC as bondholder to pay principal of and interest on
the Bonds under this Indenture. On the final Payment Date, JCMG PC may deliver to the Trustee for
cancellation the Bonds and JCMG PC shall receive a credit against the Basic Rent payable by JCMG PC
under Section 5.1 of the Lease in an amount equal to the remaining principal of the Bonds so tendered for
cancellation plus accrued interest thereon.
Section 205. Execution and Authentication of Bonds.
(a) The Bonds shall be executed on behalf of the City by the manual or facsimile signature of
the Mayor and attested by the manual or facsimile signature of the City Clerk and shall have the corporate
seal of the City affixed thereto or imprinted thereon. If any officer whose signature or facsimile thereof
appears on the Bonds ceases to be such officer before the delivery of such Bonds, such signature or
facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if such Person had
remained in office until delivery. Any Bond may be signed by such Persons as at the actual time of the
execution of such Bond are the proper officers to sign su ch Bond although at the date of such Bond such
Persons may not have been such officers.
(b) The Bonds shall have endorsed thereon a Certificate of Authentication substantially in the
form set forth in Exhibit B, which shall be manually executed by the Trustee. No Bond shall be entitled
to any security or benefit under this Indenture or shall be valid or obligatory for any purposes until such
Certificate of Authentication has been duly executed by the Trustee. The executed Certificate of
Authentication upon any Bond shall be conclusive evidence that such Bond has been duly authenticated
and delivered under this Indenture. The Certificate of Authentication on any Bond shall be deemed to
have been duly executed if signed by any authorized signatory of the Trustee.
Section 206. Registration, Transfer and Exchange of Bonds.
(a) The Trustee shall keep books for the registration and transfer of Bonds as provided in this
Indenture.
(b) The Bonds may be transferred to an Approved Investor only upon the books kept for the
registration and transfer of Bonds upon surrender thereof to the Trustee duly endorsed for transfer or
accompanied by an assignment duly executed by the Owner or such Owner’s attorney or legal
representative in such form as shall be satisfactory to the Trustee. In connection with any such transfer of
the Bonds, the City and the Trustee shall receive an executed representation letter signed by the proposed
assignee in substantially the form of Exhibit C. The Trustee has no duty or obligation to confirm that
any transferee that provides such representation letter is an Approved Investor. Upon any such transfer,
the City shall execute and the Trustee shall authenticate and deliver in exchange for such Bond a new
fully-registered Bond or Bonds, registered in the name of the transferee, of any denomination or
denominations authorized by this Indenture, in an aggregate principal amount equal to the Outstanding
principal amount of such Bond, of the same maturity and bearing interest at the same rate.
(c) In all cases in which Bonds are exchanged or transferred hereunder the provisions of any
legend restrictions on the Bonds shall be complied with and the City shall execute and the Trustee shall
authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this
Indenture. All Bonds surrendered in any such exchange or transfer shall forthwith be canceled by the
Trustee. The City or the Trustee may make a reasonable charge for every such exchange or transfer of
Bonds sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with
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respect to such exchange or transfer, and such charge shall be paid before any such new Bond shall be
delivered. Neither the City nor the Trustee shall be required to make any such exchange or transfer of
Bonds during the 15 days immediately preceding a Payment Date on the Bonds or, in the case of any
proposed redemption of Bonds, during the 15 days immediately preceding the selection of Bonds for such
redemption or after such Bonds or any portion thereof has been selected for redemption.
(d) If any Owner fails to provide a certified taxpayer identification number to the Trustee, the
Trustee may make a charge against such Owner sufficient to pay any governmental charge required to be
paid as a result of such failure, which amount may be deducted by the Trustee from amounts otherwise
payable to such Owner under such Owner’s Bond.
Section 207. Persons Deemed Owners of Bonds. As to any Bond, the Person in whose name
the same is registered as shown on the bond registration books required by Section 206 shall be deemed
and regarded as the absolute owner thereof for all purposes. Payment of or on account of the principal of
and interest on any such Bond shall be made only to or upon the order of the Owner thereof or a legal
representative thereof. All such payments shall be valid and effectual to satisfy and discharge the liability
upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.
Section 208. Authorization of the Bonds.
(a) The Bonds are authorized in the aggregate maximum principal amount of $2,100,000 for
the purpose of providing funds to pay Project Costs, which Bonds shall be designated the “City of
Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (JCMG – Personal Property
Project), Series 2022.” The Bonds shall be dated as provided in Section 203(b) hereof, shall become due
on December 1, 2032 (subject to prior redemption as provided in Article III) and shall bear interest as
specified in Section 208(f), payable on the dates specified in Section 208(f).
(b) The Trustee is hereby designated as the Paying Agent. The Owners of a majority of
Bonds then-Outstanding may designate a different Paying Agent upon written notice to the City and the
Trustee.
(c) The Bonds shall be executed without material variance from the form and in the manner
set forth in Exhibit B and delivered to the Trustee for authentication. Prior to or simultaneously with the
authentication and delivery of the Bonds by the Trustee, there shall be filed with the Trustee the
following:
(1) a certified copy of the Ordinance;
(2) executed counterparts or copies of this Indenture, the Lease, the Performance
Agreement and the Bond Purchase Agreement;
(3) a representation letter from the Purchaser in substantially the form attached as
Exhibit C;
(4) a request and authorization to the Trustee on behalf of the City, executed by the
Authorized City Representative, to authenticate the Bonds and deliver the same to or at the
written direction of the Purchaser upon payment to the Trustee, for the account of the City, of the
purchase price thereof specified in the Bond Purchase Agreement. The Trustee shall be entitled
to conclusively rely upon such request and authorization as to the name of the Purchaser and the
amount of such purchase price; and
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(5) such other certificates, statements, receipts and documents as the Trustee shall
reasonably require for the delivery of the Bonds.
(d) When the documents specified in subsection (c) of this Section have been filed with the
Trustee, and when the Bonds have been executed and authenticated as required by this Indenture, either:
(1) the Purchaser shall pay the Closing Price to the Trustee, and the Trustee shall
endorse the Bonds in an amount equal to the Closing Price and then either hold the Bonds in trust
or if so directed in writing deliver the Bonds to or upon the order of the Purchaser; or
(2) JCMG PC shall submit a requisition certificate in accordance with Section 4.4 of
the Lease, in an amount equal to the Closing Price, and the Trustee shall authenticate a nd endorse
the Bonds in an amount equal to the Closing Price and then either hold the Bonds in trust or if so
directed in writing deliver the Bonds to JCMG PC (or another purchaser or Financing Party
designated by JCMG PC).
In either case, the Purchaser shall be deemed to have paid over to the Trustee, and the Trustee shall be
deemed to have deposited into the Project Fund, an amount equal to the Closing Price.
(e) Following the initial issuance and delivery of the Bonds, JCMG PC may submit
additional requisition certificates in accordance with Section 4.4 of the Lease. If the Purchaser does not
pay to the Trustee the amount set forth in the requisition certificate, the Purchaser will be deemed to have
advanced an amount equal to the amount set forth in the requisition certificate and, if the Trustee is
holding the Bonds, the Trustee shall endorse the Bonds in an amount equal to the amount set forth in each
requisition certificate. The date of endorsement of each Principal Amount Advanced as set forth on
Schedule I to the Bonds shall be the date of the City’s approval of each requisition certificate. The
Trustee shall keep a record of the total requisitions submitted to the Trustee for the Project Equipment,
and shall notify the City if the requisitions submitted exceed the maximum principal amount of the
Bonds.
(f) The Bonds shall bear interest at the rate of 5.00% per annum on the Cumulative
Outstanding Principal Amount of the Bonds. Such interest shall be payable in arrears on each
December 1, commencing on December 1, 2023, and continuing thereafter until the Cumulative
Outstanding Principal Amount is paid in full, but not later than December 1, 2032. Interest shall be
calculated on the basis of a year of 360 days consisting of 12 months of 30 days each.
(g) The Trustee shall keep and maintain a record of the amount deposited or deemed to be
deposited into the Project Fund pursuant to the terms of this Indenture as the “Principal Amount
Advanced” and shall enter the aggregate principal amount of the Bonds then-Outstanding on its records as
the “Cumulative Outstanding Principal Amount.” If the Trustee is holding the Bonds, such advanced
amounts shall be reflected on Schedule I to the Bonds. To the extent that advances are deemed to have
been made pursuant to a requisition, the Trustee’s records of such advances shall be based solely on the
requisitions provided to it. On each date upon which a portion of the Cumulative Outstanding Principal
Amount is paid to the Owners, pursuant to the redemption provisions of this Indenture, the Trustee shall
enter on its records and Schedule I to the Bonds, if the Trustee is holding the Bonds, the principal amount
paid on the Bonds as the “Principal Amount Redeemed” and shall enter the then-Outstanding principal
amount of the Bonds as the “Cumulative Outstanding Principal Amount.” The records maintained by the
Trustee as to amounts deposited into the Project Fund or principal amounts paid on the Bonds shall be the
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official records of the Cumulative Outstanding Principal Amount for all purposes, absent manifest error,
and shall be in substantially the form of the Table of Cumulative Outstanding Principal Amount as set out
in the form of Bonds in Exhibit B. To the extent JCMG PC sets-off its obligation to the City as lessee
under the Lease against the City’s obligation to JCMG PC as permitted by Section 204(e) the Trustee
shall not be required to confirm that such set-off has occurred. If any moneys are deposited by the
Trustee into the Project Fund, then the Trustee shall provide a statement of receipts and disbursements
with respect thereto to the City and JCMG PC on a monthly basis. After the Project Equipment has been
acquired and installed and the certificate of payment of all costs is filed as provided in Section 504, the
Trustee, to the extent it has not already done so pursuant to this Section or Section 1012, shall file a final
statement of receipts and disbursements with respect thereto with the City and JCMG PC.
Section 209. Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond becomes mutilated
or is lost, stolen or destroyed, the City shall execute and the Trustee shall authenticate and deliver a new
Bond of like series, date and tenor as the Bond mutilated, lost, stolen or destroyed; provided that, in the
case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and in the case
of any lost, stolen or destroyed Bond, there shall be first furnished to the City and the Trustee evidence of
such loss, theft or destruction satisfactory to the Trustee, together with indemnity satisfactory to the
Trustee to save, defend and hold each of the City and the Trustee harmless. If any such Bond has
matured, instead of delivering a substitute Bond, the Trustee may pay the same without surrender thereof.
Upon the issuance of any substitute Bond, the City and the Trustee may require the payment of an amount
sufficient to reimburse the City and the Trustee for any tax or other governmental charge that may be
imposed in relation thereto and any other reasonable fees and expenses incurred in connection therewith.
Section 210. Cancellation and Destruction of Bonds Upon Payment.
(a) All Bonds that have been paid or redeemed or that the Trustee has purchased or that have
otherwise been surrendered to the Trustee under this Indenture, either at or before maturity shall be
canceled by the Trustee immediately upon the payment, redemption or purchase of such Bonds and the
surrender thereof to the Trustee.
(b) All Bonds canceled under any of the provisions of this Indenture shall be destroyed by
the Trustee in accordance with applicable laws and regulations and the Trustee’s policies and practices .
The Trustee shall execute a certificate describing the Bonds so destroyed, and shall file executed
counterparts of such certificate with the City and JCMG PC.
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ARTICLE III
REDEMPTION OF BONDS
Section 301. Redemption of Bonds.
(a) The Bonds are subject to redemption and payment at any time before the stated maturity
thereof, at the option of the City, upon written instructions from JCMG PC, (1) in whole, if JCMG PC, in
accordance with the terms of the Lease, exercises its option to purchase the Project Equipment and
deposits an amount sufficient to effect such purchase pursuant to the Lease on the applicable redemption
date, or (2) in part, if JCMG PC prepays additional Basic Rent pursuant to the Lease. If only a portion of
the Bonds are to be redeemed, (A) Bonds aggregating at least 10% of the maximum aggregate principal
amount of Bonds authorized hereunder shall not be subject to redemption and payment before the stated
maturity thereof, and (B) the Trustee shall keep a record of the amount of Bonds to remain Outstanding
following such redemption. Any redemption of Bonds pursuant to this paragraph shall be at a redemption
price equal to the par value thereof being redeemed, plus accrued interest thereon, wi thout premium or
penalty, to the redemption date.
(b) The Bonds are subject to mandatory redemption, in whole or in part, to the extent of
amounts deposited in the Bond Fund pursuant to Sections 9.1(f) or 9.2(c) of the Lease, in the event of
substantial damage to or destruction or condemnation of substantially all of the Project Equipment.
Bonds to be redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the
earliest practicable date for which timely notice of redemption may be given as provided hereunder. Any
redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value
thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption
date. Before giving notice of redemption to the Owners pursuant to this paragraph (b), money in an
amount equal to the redemption price shall have been deposited in the Bond Fund.
(c) At its option, JCMG PC may deliver to the Trustee for cancellation any Bonds owned by
JCMG PC and not previously paid, and JCMG PC shall receive a credit against the amounts payable by
JCMG PC for the redemption of such Bonds in an amount equal to the principal amount of the Bonds so
tendered for cancellation, plus accrued interest.
Section 302. Effect of Call for Redemption. Before or on the date fixed for redemption,
funds, Government Securities or a combination thereof, shall be placed with the Trustee which are
sufficient to pay the Bonds called for redemption and accrued interest thereon, if any, to the redemption
date. Upon the happening of the above conditions and appropriate written notice having been given, the
Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear
interest on the specified redemption date, shall no longer be entitled to the protection, benefit or security
of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture. If t he
Bonds are fully redeemed before maturity and an amount of money equal to the Trustee’s and the Paying
Agent’s agreed to fees and expenses hereunder accrued and to accrue in connection with such redemption
is paid or provided for, the City shall, at JCMG PC’s direction, deliver to JCMG PC the items described
in Section 11.2 of the Lease.
Section 303. Notice of Redemption. If the Bonds are to be called for redemption as provided
in Section 301(a), JCMG PC shall deliver written notice to the City and the Trustee that it has elected to
redeem all or a portion of the Bonds at least 40 days (10 days if there is one Owner) before the scheduled
redemption date. The Trustee shall then deliver written notice to t he Owners at least 30 days (five days if
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there is one Owner) before the scheduled redemption date by first-class mail (or facsimile, if there is one
Owner) stating the date upon which the Bonds will be redeemed and paid, unless such notice period is
waived by the Owners in writing.
ARTICLE IV
FORM OF BONDS
Section 401. Form Generally. The Bonds and the Trustee’s Certificate of Authentication to
be endorsed thereon shall be issued in substantially the forms set forth in Exhibit B. The Bonds may
have endorsed thereon such legends or text as may be necessary or appropriate to conform to any
applicable rules and regulations of any governmental authority or any custom, usage or requirements of
law with respect thereto.
ARTICLE V
CUSTODY AND APPLICATION OF BOND PROCEEDS
Section 501. Creation of Funds. There are hereby created and ordered to be established in
the custody of the Trustee the following special trust funds in the name of the City:
(a) “City of Jefferson, Missouri, Project Fund – JCMG Personal Property Project”
(herein called the “Project Fund”).
(b) “City of Jefferson, Missouri, Bond Fund – JCMG Personal Property Project”
(herein called the “Bond Fund”).
Section 502. Deposits into the Project Fund. The proceeds of the sale of the Bonds (whether
actually paid or deemed paid under Section 208(d)), including Additional Payments as defined in the
Bond Purchase Agreement, when received, excluding such amounts required to be paid into the Bond
Fund pursuant to Section 601, shall be deposited by the Trustee into the Project Fund. Any money
received by the Trustee from any other source for the purpose of purchasing and installing the Project
Equipment thereon shall pursuant to any written directions from the Person depositing such moneys also
be deposited into the Project Fund.
Section 503. Disbursements from the Project Fund.
(a) The moneys in the Project Fund shall be disbursed by the Trustee for the payment of, or
reimbursement to JCMG PC (or any other party that has made payment on behalf of JCMG PC) for
payment of, Project Costs upon receipt of requisition certificates signed by JCMG PC in accordance with
the provisions of Article IV of the Lease. The Trustee hereby covenants and agrees to disburse such
moneys in accordance with such provisions.
(b) If, pursuant to Sections 208(d) or (e), the Trustee is deemed to have deposited into the
Project Fund the amount specified in a requisition certificate submitted by JCMG PC to the Trustee in
accordance with the provisions of Article IV of the Lease, the Trustee shall upon endorsement of the
Bonds in an equal amount be deemed to have disbursed such funds from the Project Fund to JCMG PC
(or such other Person designated by JCMG PC) in satisfaction of such requisition certificate. If the
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Trustee is holding the Bonds, such deemed disbursement will be deemed to have been made on the date
the Trustee endorses the Bonds with respect to such additional amount.
(c) In paying any requisition under this Section, the Trustee may rely as to the completeness
and accuracy of all statements in such requisition certificate if such requisition certificate is signed by the
Authorized JCMG PC Representative. If the City so requests in writing, a copy of each requisition
certificate submitted to the Trustee for payment under this Section shall be promptly provided by the
Trustee to the City. The City hereby authorizes and directs the Trustee to make disbursements in the
manner and as provided for by the aforesaid provisions of the Lease.
Section 504. Completion of the Purchase and Installation of the Project Equipment. The
completion of the purchase and installation of the Project Equipment and payment of all costs and
expenses incident thereto shall be evidenced by the filing with the Trustee of the certificate required by
the provisions of Section 4.5 of the Lease. As soon as practicable after the Completion Date, any balance
remaining in the Project Fund shall without further authorization be transferred by the Trustee to the Bond
Fund and applied as provided in Section 4.6 of the Lease.
Section 505. Disposition Upon Acceleration. If the principal of the Bonds has become due
and payable pursuant to Section 902, upon the date of payment by the Trustee of any moneys due as
hereinafter provided in Article IX, any balance remaining in the Project Fund shall without further
authorization be deposited in the Bond Fund by the Trustee, with advice to the City and JCMG PC of
such action.
ARTICLE VI
REVENUES AND FUNDS
Section 601. Deposits into the Bond Fund.
(a) The Trustee shall deposit into the Bond Fund, as and when received, (1) all accrued
interest on the Bonds, if any, paid by the Purchaser; (2) all Basic Rent payable by JCMG PC to the City
specified in Section 5.1 of the Lease; (3) any Additional Rent payable by JCMG PC specified in Section
5.2 of the Lease; (4) any amount in the Project Fund to be transferred to the Bond Fund pursuant to
Section 504 upon completion of the purchase and installation of the Project Equipment or pursuant to
Section 505 upon acceleration of the Bonds; (5) subject to the terms and conditions of any Financing
Document with respect to the use thereof, the balance of any Net Proceeds of condemnation awards or
insurance received by the Trustee pursuant to Article IX of the Lease; (6) the amounts to be deposited in
the Bond Fund pursuant to Sections 9.1(f) and 9.2(c) of the Lease; (7) all interest and other income
derived from investments of Bond Fund moneys as provided in Section 702; and (8) all other moneys
received by the Trustee under and pursuant to any of the provisions of the Lease when accompanied by
written directions from the Person depositing such moneys that such moneys are to be paid into the Bond
Fund.
(b) Whether or not deposits are being made to the Trustee, the Trustee shall notify JCMG PC
in writing, at least 15 days before each date on which a payment is due under Section 5.1 of the Lease, of
the amount that is payable by JCMG PC pursuant to such Section.
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Section 602. Application of Moneys in the Bond Fund.
(a) Except as provided in Section 604 and Section 908 hereof and Section 4.6 of the Lease,
moneys in the Bond Fund shall be expended solely for the payment of the principal of and interest on the
Bonds as the same matures and becomes due or upon the redemption thereof before maturity; provided,
however, that any amounts received by the Trustee as Additional Rent under Section 5.2 of the Lease and
deposited to the Bond Fund as provided in Section 601 above, shall be expended by the Trustee for such
items of Additional Rent as they are received or due without further authorization from the City.
(b) The City hereby authorizes and directs the Trustee to withdraw sufficient funds from the
Bond Fund to pay the principal of and interest on the Bonds as the same becomes due and payable and to
make said funds so withdrawn available to the Paying Agent for the purpose of paying said principal and
interest.
(c) Whenever the amount in the Bond Fund from any source whatsoever is sufficient to
redeem all of the Bonds Outstanding and to pay interest to accrue thereon before and until such
redemption, the City covenants and agrees, upon request of JCMG PC, to take and cause to be taken the
necessary steps to redeem all such Bonds on the next succeeding redemption date for which the required
redemption notice may be given or on such later redemption date as may be specified by JCMG PC. The
Trustee may use any moneys in the Bond Fund to redeem a part of the Bonds Outstanding in accordance
with and to the extent permitted by Article III so long as JCMG PC is not in default with respect to any
payments under the Lease and to the extent said moneys are in excess of the amount required for payment
of Bonds theretofore matured or called for redemption and past due interest, if any, in all cases when such
Bonds have not been presented for payment.
(d) After payment in full of the principal of and interest, if any, on the Bonds (or provision
has been made for the payment thereof as provided in this Indenture) and the fees, charges and expenses
of the Trustee, the City and any Paying Agent and any other amounts required to be paid under this
Indenture, the Lease and the Performance Agreement, all amounts remaining in the Bond Fund shall be
paid to JCMG PC upon the expiration or sooner termination of the Lease.
Section 603. Payments Due on Days Other than Business Days. In any case where the date
of maturity of principal of or interest, if any, on the Bonds or the date fixed for redemption of any Bonds
is not a Business Day, then payment of principal or interest, if any, need not be made on such date but
may be made on the next succeeding Business Day with the same force and effect as if made on the date
of maturity or the date fixed for redemption, and no interest, if any, shall continue to accrue for the period
after such date.
Section 604. Nonpresentment of Bonds. If any Bond is not presented for payment when the
principal thereof becomes due, either at maturity or otherwise, or at the date fixed for redemption thereof,
if funds sufficient to pay such Bond shall have been made available to the Trustee, all liability of the City
to the Owner thereof for the payment of such Bond shall forthwith cease, determine and be completely
discharged, and thereupon it shall be the duty of the Trustee to hold such fund or funds, without liability
for interest thereon, for the benefit of the Owner of such Bond who shall thereafter be restricted
exclusively to such fund or funds for any claim of whatever nature on his part under this Indenture or on,
or with respect to, said Bond. If any Bond is not presented for payment within one year following the
date when such Bond becomes due, whether by maturity or otherwise, the Trustee shall without lia bility
for interest thereon repay to JCMG PC the funds theretofore held by it for payment of such Bond, and
such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured
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obligation of JCMG PC, and the Owner thereof may look only to JCMG PC for payment, and then only to
the extent of the amount so repaid, and JCMG PC shall not be liable for any interest thereon and shall not
be regarded as a trustee of such money.
ARTICLE VII
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 701. Moneys to be Held in Trust. All moneys deposited with or paid to the Trustee
for account of the Bond Fund or the Project Fund under any provision of this Indenture, and all moneys
deposited with or paid to any Paying Agent under any provision of this Indenture, shall be held by the
Trustee or Paying Agent in trust and shall be applied only in accordance with the provisions of this
Indenture and the Lease, and, until used or applied as herein provided, shall constitute part of the Trust
Estate and be subject to the lien hereof. Neither the Trustee nor any Paying Agent shall be under any
liability for interest on any moneys received hereunder.
Section 702. Investment of Moneys in Project Fund and Bond Fund. Moneys held in the
Project Fund and the Bond Fund shall, pursuant to written direction of JCMG PC, signed by the
Authorized JCMG PC Representative, be separately invested and reinvested by the Trustee in Investment
Securities which mature or are subject to redemption by the Owner before the date such funds will be
needed. If JCMG PC fails to provide written directions concerning investment of moneys held in the
Project Fund and the Bond Fund, the Trustee shall hold such amounts uninvested in cash. The Trustee
may conclusively rely upon the Authorized JCMG PC Representative’s written instructions as to both the
suitability and legality of the directed investments and such written direction shall be deemed to be a
certification that such directed investments constitute Investment Securities. The Trustee is specifically
authorized to implement its automated cash investment system to assure that cash on hand is invested and
to charge its normal cash management fees and cash sweep account fees, which may be deducted from
income earned on investments; provided that any such fees shall not exceed the interest income on the
investment. Any such Investment Securities shall be held by or under the control of the Trustee and shall
be deemed at all times a part of the fund in which such moneys are originally held, and the interest
accruing thereon and any profit realized from such Investment Securities shall be credited to such fund,
and any loss resulting from such Investment Securities shall be charged to such fund. After the Trustee
has notice pursuant to Section 1001(h) of the existence of an Event of Default, the Trustee shall direct the
investment of moneys in the Bond Fund and the Project Fund. The Trustee shall sell and reduce to cash a
sufficient amount of such Investment Securities whenever the cash balance in any fund is insufficient for
the purposes of such fund. In determining the balance in any fund, investments in such fund shall be
valued at the lower of their original cost or their fair market value as of the most recent Payment Date.
The Trustee may make any and all investments permitted by the provisions of this Section through its
own bond department or any affiliate or short-term investment department.
Section 703. Record Keeping. The Trustee shall maintain records designed to show
compliance with the provisions of this Article and with the provisions of Article VI while any of the
Bonds are Outstanding.
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ARTICLE VIII
GENERAL COVENANTS AND PROVISIONS
Section 801. Payment of Principal and Interest. The City covenants and agrees that it will,
but solely from the rents, revenues and receipts derived from the Project Equipment and the Lease as
described herein, deposit or cause to be deposited in the Bond Fund sufficient sums payable under the
Lease promptly to meet and pay the principal of and interest on the Bonds as they become due and
payable at the place, on the dates and in the manner provided herein and in the Bonds according to the
true intent and meaning thereof. Nothing herein shall be construed as requiring the City to operate the
Project Equipment in a business-like manner other than as lessor or to use any funds or revenues from any
source other than funds and revenues derived from the Project Equipment.
Section 802. Authority to Execute Indenture and Issue Bonds. The City covenants that it is
duly authorized under the Constitution and laws of the State to execute this Indenture, to issue the Bonds
and to pledge and assign the Trust Estate in the manner and to the extent herein set forth; that all action on
its part for the execution and delivery of this Indenture and the issuance of the Bonds has been duly and
effectively taken; that the Bonds in the hands of the Owners thereof are and will be valid and enforceable
obligations of the City according to the import thereof.
Section 803. Performance of Covenants. The City covenants that it will faithfully perform
or cause to be performed at all times any and all covenants, undertakings, stipulations and provisions
contained in this Indenture, in the Bonds and in all proceedings of its City Council pertaining thereto.
The Trustee may take such action as it deems appropriate to enforce all such covenants, undertakings,
stipulations and provisions of the City hereunder.
Section 804. Instruments of Further Assurance. The City covenants that it will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, such Supplemental
Indentures and such further acts, instruments, financing statements and other documents as the Trustee
may reasonably require for the better pledging and assigning unto the Trustee the property and revenues
herein described to the payment of the principal of and interest, if any, on the Bonds, upon being first
indemnified by JCMG PC for the cost thereof. The City covenants and agrees that, except as herein and
in the Lease provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any part of the
Project Equipment or the rents, revenues and receipts derived therefrom or from the Lease, or of its rights
under the Lease.
Section 805. Recordings and Filings. The City shall file or cause to be kept and filed all
financing statements and hereby authorizes and directs the Trustee to file or cause to be kept and filed
continuation statements with respect to such originally filed financing statements related to this Indenture
and all supplements hereto and such other documents as may be required under the Uniform Commercial
Code in order to fully preserve and protect the security of the Owners and the rights of the Trustee
hereunder. The City will cooperate in causing this Indenture and all Supplemental Indentures, the Lease
and all Supplemental Leases and all other security instruments to be recorded and filed in such manner
and in such places as may be required by law in order to fully preserve and protect the security of the
Owners and the rights of the Trustee hereunder. The Trustee shall file continuation statements with
respect to each Uniform Commercial Code financing statement relating to the Trust Estate filed by the
City at the time of the issuance of the Bonds; provided that a copy of the filed initial financing statement
is timely delivered to the Trustee. In addition, unless the Trustee has been notified in writing by the City
that any such initial filing or description of collateral was or has become defective, the Trustee shall be
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fully protected in (a) relying on such initial filing and description of collateral in filing any financing or
continuation statements or modifications thereto pursuant to this Section, and (b) filing any continuation
statements in the same filing office as the initial filing was made. JCMG PC shall be responsible for the
customary fees charged by the Trustee for the preparation and filing of continuation statements and for
the reasonable costs incurred by the Trustee in the preparation and filing of all continuation statements
hereunder, including attorneys’ fees and expenses. These fees shall be considered “extraordinary
services” fees.
Section 806. Inspection of Books. The City covenants and agrees that all books and
documents in its possession relating to the Project Equipment and the rents, revenues and receipts derived
from the Project Equipment shall at all times be open to inspection by such accountants or other agencies
as the Trustee may from time to time designate.
Section 807. Enforcement of Rights Under the Lease. The Trustee, as assignee, transferee,
pledgee and owner of a security interest under this Indenture, in its name or in the name of the City, may
enforce all assigned rights of the City and the Trustee and all obligations of JCMG PC under and pursuant
to the Lease for and on behalf of the Owners, whether or not the City is in default hereunder.
ARTICLE IX
DEFAULT AND REMEDIES
Section 901. Events of Default; Notice; Opportunity to Cure. If any of the following
events occur, it is hereby defined as and declared to be and to constitute an “Event of Default”:
(a) Default in the due and punctual payment of the principal of any Bond, whether at
the stated maturity or accelerated maturity thereof, or at any date fixed for the redemption thereof;
(b) Default in the due and punctual payment of the interest on any Bond, whether at
the stated maturity or accelerated maturity thereof, or at any date fixed for the redemption thereof;
(c) Default as specified in Section 12.1 of the Lease has occurred; or
(d) Default in the performance or breach of any other covenant or agreement under
this Indenture.
No default specified above shall constitute an Event of Default until the City, the Trustee or the
Owners of 25% in aggregate principal amount of all Bonds Outstanding has given actual notice of such
default by registered or certified mail or a recognized overnight delivery service to JCMG PC and each
Financing Party, and JCMG PC and each Financing Party have had 30 days after receipt of such notice to
correct said default or cause said default to be corrected and has not corrected said default or caused said
default to be corrected within such period; provided, however, if any such default (other than a default in
the payment of any money) is such that it cannot be corrected within such period, it shall not constitute an
Event of Default if corrective action is instituted by JCMG PC, any Financing Party or the City, as the
case may be, within such period and diligently pursued until the default is corrected; provided, further that
the Trustee is provided with a certification from the defaulting party to the effect that such default cannot
be corrected within such period and JCMG PC, any Financing Party or the City, as the case may be, has
commenced or will promptly commence corrective action within such period and will diligently pursue
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such action until the default is corrected. Nothing herein shall constitute an obligation of any Financing
Party to cure any defaults hereunder.
Section 902. Acceleration of Maturity in Event of Default.
(a) If an Event of Default has occurred and is continuing after the notice and cure period
described in Section 901 elapses, the Trustee may, and upon the written request of the City or the Owners
of not less than 25% in aggregate principal amount of Bonds then-Outstanding, shall, by notice in writing
delivered to the City, each Financing Party and JCMG PC, declare the principal of all Bonds then-
Outstanding and the interest accrued thereon immediately due and payable, and such principal and
interest and all other amounts due hereunder shall thereupon become and be immediately due and
payable.
(b) If, at any time after such declaration, but before the Bonds have matured by their terms,
all overdue installments of principal and interest upon the Bonds, together with the reasonable and proper
expenses of the Trustee, and all other sums then payable by the City under this Indenture are either paid
or provisions satisfactory to the Trustee are made for such payment, then and in every such case the
Trustee shall, but only with the written approval of a majority of the Owners of the Bonds then-
Outstanding, rescind such declaration and annul such default in its entirety. In such event, the Trustee
shall rescind any declaration of acceleration of installments of rent payments on the Bonds as provided in
Section 11.1 of the Lease.
(c) In case of any rescission, then and in every such case the City, the Trustee, JCMG PC and
the Owners shall be restored to their former positions and rights hereunder respectively, but no such
rescission shall extend to any subsequent or other default or Event of Default or impair any right
consequent thereon.
Section 903. Surrender of Possession of Trust Estate; Rights and Duties of Trustee in
Possession. If an Event of Default has occurred and is continuing after the notice and cure period
described in Section 901 elapses, the City, upon demand of the Trustee, shall forthwith surrender the
possession of, and it shall be lawful for the Trustee, by such officer or agent as it may appoint, to take
possession of all or any part of the Trust Estate, together with the books, papers and accounts of the City
pertaining thereto, and including the rights and the position of the City under the Lease, and to hold,
operate and manage the same, and from time to time make all needful repairs and improvements. The
Trustee may lease the Project Equipment or any part thereof, in the name and for account of the City, and
collect, receive and sequester the rents, revenues and receipts therefrom, and out of the same and any
moneys received from any receiver of any part thereof pay, and set up proper reserves for the payment of
all proper costs and expenses of so taking, holding and managing the same, including without limitation
(a) reasonable compensation to the Trustee, its agents and counsel, (b) any reasonable charges of the
Trustee hereunder, (c) any taxes and assessments and other charges before the lien of this Indenture,
(d) all expenses of such repairs and improvements and (e) any amounts payable under the Performance
Agreement. The Trustee shall apply the remainder of the moneys so received in accordance with the
provisions of Section 908. Whenever all that is due upon the Bonds has been paid and all defaults cured,
the Trustee shall surrender possession of the Trust Estate to the City, its successors or assigns, the same
right of entry, however, to exist upon any subsequent Event of Default. While in possession of such
property, the Trustee shall render annually to the City and JCMG PC a summarized statement of receipts
and expenditures in connection therewith.
Section 904. Appointment of Receivers in Event of Default. If an Event of Default has
occurred and is continuing after the notice and cure period described in Section 901 elapses, and upon the
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filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of
the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a
receiver or receivers of the Trust Estate or any part thereof, pending such proceedings, with such powers
as the court making such appointment shall confer.
Section 905. Exercise of Remedies by the Trustee.
(a) Upon the occurrence of an Event of Default, the Trustee may pursue any available
remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the
principal of and interest on the Bonds then-Outstanding and all other amounts due hereunder, and to
enforce and compel the performance of the duties and obligations of the City or JCMG PC as herein set
forth or as set forth in the Lease, respectively.
(b) If an Event of Default has occurred and is continuing after the notice and cure period
described in Section 901 elapses, and if requested in writing to do so by (1) the City (in the case of an
Event of Default pursuant to Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it
relates to Unassigned Rights), (c) or (d) of the Lease), or (2) the Owners of 25% in aggregate principal
amount of Bonds then-Outstanding and indemnified as provided in Section 1001(l), the Trustee shall be
obligated to exercise such one or more of the rights and powers conferred by this Article as the Trustee,
being advised by counsel, shall deem most expedient and in the interests of the City or the Owners, as the
case may be.
(c) All rights of action under this Indenture or under any of the Bonds may be enforced by
the Trustee without the possession of any of the Bonds or the production thereof in any trial or other
proceedings relating thereto, and any such suit or proceeding instituted by the Trustee shall be brought in
its name as Trustee without necessity of joining as plaintiffs or defendants any Owners, and any recovery
of judgment shall, subject to the provisions of Section 908, be for the equal benefit of all the Owners of
the Outstanding Bonds.
Section 906. Limitation on Exercise of Remedies by Owners. No Owner shall have any
right to institute any suit, action or proceeding in equity or at law for the enforcement of this Indenture or
for the execution of any trust hereunder or for the appointment of a receiver or any other remedy
hereunder, unless (a) a default has occurred of which the Trustee has been notified as provided in
Section 1001(h) or of which by said subsection the Trustee is deemed to have notice, (b) such default has
become an Event of Default, (c) the Owners of 25% in aggregate principal amount of Bonds then-
Outstanding have made written request to the Trustee, have offered it reasonable opportunity either to
proceed for such reasonable period not to exceed 60 days following such notice and to exercise the
powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and have
offered to the Trustee indemnity as provided in Section 1001(l), and (d) the Trustee thereafter fails or
refuses to exercise the powers herein granted or to institute such action, suit or proceeding in its own
name; such notification, request and offer of indemnity are hereby declared in every case, at the option of
the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to
any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or
for any other remedy hereunder, it being understood and intended that no one or more Owners shall have
any right in any manner whatsoever to affect, disturb or prejudice this Indenture by their action or to
enforce any right hereunder except in the manner herein provided, and that all proceedings at law or in
equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of
the Owners of all Bonds then-Outstanding. Nothing in this Indenture contained shall, however, affect or
impair the right of any Owner to payment of the principal of and interest on any Bond at and after the
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maturity thereof or the obligation of the City to pay the principal of and interest on each of the Bonds
issued hereunder to the respective Owners thereof at the time, place, from the source and in the manner
herein and in the Bonds expressed.
Section 907. Right of Owners to Direct Proceedings.
(a) The Owners of a majority in aggregate principal amount of Bonds then-Outstanding may,
at any time, by an instrument or instruments in writing executed and delivered to the Trustee, direct the
time, method and place of conducting all proceedings to be taken in connection with the enforcement of
the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings
hereunder; provided that such direction shall not be otherwise than in accordance with the provisions of
law and of this Indenture, including Section 1001(l).
(b) Notwithstanding any provision in this Indenture to the contrary, including paragraph (a)
of this Section, the Owners shall not have the right to control or direct any remedies hereunder upon an
Event of Default under Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it
relates to Unassigned Rights), (c) or (d) of the Lease.
Section 908. Application of Moneys in Event of Default.
(a) All moneys received by the Trustee pursuant to any right given or action taken under the
provisions of this Article shall first be applied to the costs and expenses of the proceedings resulting in
the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the
Trustee (including any attorneys’ fees and expenses) or amounts to be paid pursuant to Section 903 and
second be applied to the obligations outstanding under the Lease and the Performance Agreement. Any
remaining moneys shall be deposited in the Bond Fund and applied as follows:
(1) Unless the principal of all the Bonds has become or has been declared due and
payable, all such moneys shall be applied:
FIRST -- To the payment to the Persons entitled thereto of all installments of
interest, if any, then due and payable on the Bonds, in the order in which such
installments of interest became due and payable, and, if the amount available shall not be
sufficient to pay in full any particular installment, then to the payment, ratably, according
to the amounts due on such installment, to the Persons entitled thereto, without any
discrimination or privilege;
SECOND -- To the payment to the Persons entitled thereto of the unpaid
principal of any of the Bonds which shall have become due and payable (other than
Bonds called for redemption for the payment of which moneys are held pursuant to the
provisions of this Indenture), in the order of their due dates, and, if the amount available
shall not be sufficient to pay in full Bonds due on any particular date, together with such
interest, then to the payment, ratably, according to the amount of principal due on such
date, to the Persons entitled thereto, without any discrimination or privilege.
(2) If the principal of all the Bonds has become due or has been declared due and
payable, all such moneys shall be applied to the payment of the principal and interest, if any, then
due and unpaid on all of the Bonds, without preference or priority of principal over interest or of
interest over principal or of any installment of interest over any other installment of interest or of
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any Bond over any other Bond, ratably, according to the amounts due respectively for principal
and interest, to the Persons entitled thereto, without any discrimination or privilege.
(3) If the principal of all the Bonds has been declared due and payable, and if such
declaration thereafter has been rescinded and annulled under the provisions of Section 910, then,
subject to the provisions of subsection (2) of this Section if the principal of all the Bonds later
becomes due or is declared due and payable, the moneys shall be applied in accordance with the
provisions of subsection (1) of this Section.
(b) Whenever moneys are to be applied pursuant to the provisions of this Section, such
moneys shall be applied at such times and from time to time as the Trustee shall determine, having due
regard to the amount of such moneys available and which may become available for such application in
the future. Whenever the Trustee shall apply such moneys, it shall fix the date (which shall be a Payment
Date unless it shall deem another date more suitable) upon which such application is to be made and upon
such date interest on the amounts of principal to be paid on such dates shall cease to accrue.
(c) Whenever all of the Bonds and interest thereon, if any, have been paid under the
provisions of this Section, and all fees, expenses and charges of the City and the Trustee and any other
amounts required to be paid under this Indenture and the Lease have been paid (including any amounts
payable under the Performance Agreement), any balance remaining in the Bond Fund shall be paid to
JCMG PC as provided in Section 602.
Section 909. Remedies Cumulative. No remedy by the terms of this Indenture conferred
upon or reserved to the Trustee or to the Owners is intended to be exclusive of any other remedy, but each
and every such remedy shall be cumulative and shall be in addition to any other remedy given to the
Trustee or to the Owners hereunder or now or hereafter existing at law or in equity or by statute. No
delay or omission to exercise any right, power or remedy accruing upon any Event of Default shall impair
any such right, power or remedy or shall be construed to be a waiver of any such Event of Default or
acquiescence therein; every such right, power or remedy may be exercised from time to time and as often
as may be deemed expedient. If the Trustee has proceeded to enforce any right under this Indenture by
the appointment of a receiver, by entry, or otherwise, and such proceedings have been discontinued or
abandoned for any reason, or have been determined adversely, then and in every such case the City,
JCMG PC, the Trustee and the Owners shall be restored to their former positions and rights hereunder,
and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been
taken.
Section 910. Waivers of Events of Default. The Trustee shall waive any Event of Default
hereunder and its consequences and rescind any declaration of maturity of principal of and interest, if any,
on the Bonds, but only upon the written request of the Owners of at least 50% in aggregate principal
amount of all the Bonds then-Outstanding; provided, however, that (a) there shall not be waived without
the consent of the City an Event of Default hereunder arising from an Event of Default under
Section 12.1(a) (but only as it relates to Additional Rent), (b) (but only as it relates to Unassigned
Rights), (c) or (d) of the Lease, and (b) there shall not be waived without the consent of the Owners of all
the Bonds Outstanding (1) any Event of Default in the payment of the principal of any Outstanding Bonds
when due (whether at the date of maturity or redemption specified therein), or (2) any Event of Default in
the payment when due of the interest on any such Bonds, unless before such waiver or rescission, all
arrears of interest, or all arrears of payments of principal when due, as the case may be, and all reasonable
expenses of the Trustee and the City (including reasonable attorneys’ fees and expenses), in connection
with such default, have been paid or provided for. In case of any such waiver or rescission, or in case any
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proceeding taken by the Trustee on account of any such default has been discontinued or abandoned or
determined adversely, then and in every such case the City, JCMG PC, the Trustee and the Owners shall
be restored to their former positions, rights and obligations hereunder, respectively, but no such waiver or
rescission shall extend to any subsequent or other default, or impair any right consequent thereon and all
rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken.
ARTICLE X
THE TRUSTEE
Section 1001. Acceptance of the Trusts. The Trustee hereby accepts the trusts imposed upon
it by this Indenture, and agrees to perform all ministerial duties and obligations of the City hereunder
(except as otherwise provided in Section 805) but only upon and subject to the following express terms
and conditions, and no implied covenants or obligations shall be read into this Indenture against the
Trustee:
(a) The Trustee, before the occurrence of an Event of Default and after the curing or
waiver of all Events of Default that may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. If any Event of Default has
occurred and is continuing, subject to Section 1001(l) below, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture and shall use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the circumstances in the conduct
of its own affairs.
(b) The Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder either directly or through agents, affiliates, attorneys or receivers and shall not
be responsible for any misconduct or negligence on the part of any agent, attorney or receiver
appointed or chosen by it with due care. The Trustee may conclusively rely upon and act or
refrain from acting upon any opinion or advice of counsel, who may be counsel to the City or to
JCMG PC, concerning all matters of trust hereof and the duties hereunder, and may in all cases
pay such reasonable compensation to all such agents, attorneys and receivers as may reasonably
be employed in connection with the trusts hereof. The Trustee shall not be responsible for any
loss or damage resulting from any action or nonaction by it taken or omitted to be taken in good
faith in reliance upon such opinion or advice of counsel addressed to the City and the Trustee.
(c) The Trustee shall not be responsible for any recital herein or in the Bonds (except
with respect to the Certificate of Authentication of the Trustee endorsed on the Bonds), or except
as provided in the Lease and particularly Section 10.8 thereof, for the recording or rerecording,
filing or refiling of this Indenture or any security agreement in connection therewith (excluding
the continuation of Uniform Commercial Code financing statements), or for insuring the Project
Equipment or collecting any insurance moneys, or for the validity of the execution by the City of
this Indenture or of any Supplemental Indentures or instruments of further assurance, or for the
sufficiency of the security of the Bonds. The Trustee shall not be responsible or liable for any
loss suffered in connection with any investment of funds made by it in accordance with
Article VII.
(d) The Trustee shall not be accountable for the use of any Bonds authenticated and
delivered hereunder. The Trustee, in its individual or any other capacity, may become the Owner
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or pledgee of Bonds with the same rights that it would have if it were not the Trustee. The
Trustee shall not be accountable for the use or application by the City or JCMG PC of the
proceeds of any of the Bonds or of any money paid to or upon the order of the City or JCMG PC
under any provision of this Indenture.
(e) The Trustee may rely and shall be protected in acting or refraining from acting
upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, affidavit, letter, telegram or other paper or document provided for under this
Indenture believed by it to be genuine and correct and to have been signed, presented or sent by
the proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon the
request or authority or consent of any Person who, at the time of making such request or giving
such authority or consent is an Owner, shall be conclusive and binding upon all future Owners of
the same Bond and upon Bonds issued in exchange therefor or upon transfer or in place thereof.
(f) As to the existence or nonexistence of any fact or as to the sufficiency or validity
of any instrument, paper or proceeding, or whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established before taking, suffering or
omitting any action hereunder, the Trustee may rely upon a certificate signed by an Authorized
City Representative or an Authorized JCMG PC Representative as sufficient evidence of the facts
therein contained, and before the occurrence of a default of which the Trustee has been notified as
provided in subsection (h) of this Section or of which by said subsection it is deemed to have
notice, the Trustee shall also be at liberty to accept a similar certificate to the effect that any
particular dealing, transaction or action is necessary or expedient, but may at its discretion secure
such further evidence deemed necessary or advisable, but shall in no case be bound to secure the
same.
(g) The permissive right of the Trustee to do things enumerated in this Indenture
shall not be construed as a duty, and the Trustee shall not be answerable for other than its
negligence or willful misconduct.
(h) The Trustee shall not be required to take notice or be deemed to have notice of
any default hereunder except failure by the City to cause to be made any of the payments to the
Trustee required to be made in Article VI, unless the Trustee is specifically notified in writing of
such default by the City or by the Owners of at least 25% in aggregate principal amount of all
Bonds then-Outstanding.
(i) At any and all reasonable times and subject to JCMG PC’s reasonable and
standard security procedures, the Trustee and its duly authorized agents, attorneys, experts,
engineers, accountants and representatives may, but shall not be required to, inspect any and all of
the Project Equipment, and all books, papers and records of JCMG PC pertaining to the Project
Equipment and the Bonds, and to take such memoranda from and in regard thereto as may be
desired. The Trustee shall treat all proprietary information of JCMG PC as confidential.
(j) The Trustee shall not be required to give any bond or surety in respect to the
execution of its trusts and powers hereunder or otherwise in respect of the Project Equipment.
(k) The Trustee may, but shall not be required to, demand, in respect of the
authentication of any Bonds, the withdrawal of any cash, the release of any property, or any
action whatsoever within the purview of this Indenture, any showings, certificates, opinions,
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appraisals or other information, or corporate action or evidence thereof, in addition to that by the
terms hereof required, as a condition of such action by the Trustee deemed desirable for the
purpose of establishing the right of the City to the authentication of any Bonds, the withdrawal of
any cash, the release of any property or the taking of any other action by the Trustee.
(l) Notwithstanding anything in this Indenture or the Lease to the contrary, before
taking any action under this Indenture other than the payments from moneys on deposit in the
Project Fund or the Bond Fund, as provided herein, the Trustee may require that satisfactory
indemnity be furnished to it for the reimbursement of all costs and expenses to which it may be
put and to protect it against all liability which it may incur in or by reason of such actio n, except
liability which is adjudicated to have resulted from its negligence or willful misconduct by reason
of any action so taken.
(m) Notwithstanding any other provision of this Indenture to the contrary, any
provision relating to the conduct of or intended to provide authority to act, right to payment of
fees and expenses, protection, immunity and indemnification to the Trustee, shall be interpreted
to include any action of the Trustee, whether it is deemed to be in its capacity as Trustee, bond
registrar or Paying Agent.
(n) No provision of this Indenture or any other agreement executed in connection
herewith shall require the Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise of any of its rights or
powers, except to the extent resulting from the Trustee’s bad faith, negligence or willful
misconduct.
Section 1002. Fees, Charges and Expenses of the Trustee. The Trustee shall be entitled to
payment of and/or reimbursement for reasonable fees for its ordinary services rendered hereunder and all
advances, agent and counsel fees and other ordinary expenses reasonably made or incurred by the Trustee
in connection with such ordinary services. If it becomes necessary for the Trustee to perform
extraordinary services, it shall be entitled to reasonable extra compensation therefor and to reimbursement
for reasonable extraordinary expenses in connection therewith; provided that if such extraordinary
services or extraordinary expenses are caused by the neglect or willful misconduct of the Trustee, it shall
not be entitled to compensation or reimbursement therefor. The Trustee shall be enti tled to payment and
reimbursement for the reasonable fees and charges of the Trustee as Paying Agent for the Bonds.
Pursuant to the provisions of Section 5.2 of the Lease, JCMG PC has agreed to pay to the Trustee all
reasonable fees, charges and expenses of the Trustee under this Indenture. The Trustee agrees that the
City shall have no liability for any reasonable fees, charges and expenses of the Trustee, and the Trustee
agrees to look only to JCMG PC for the payment of all reasonable fees, charges and expenses of the
Trustee and any Paying Agent as provided in the Lease. Upon the occurrence of an Event of Default and
during its continuance, the Trustee shall have a lien with right of payment before payment on account of
principal of or interest on any Bond, upon all moneys in its possession under any provisions hereof for the
foregoing reasonable advances, fees, costs and expenses incurred. The Trustee’s right to compensation
and indemnification shall survive the satisfaction and discharge of this Indenture or its resignation or
removal hereunder and payment in full of the Bonds.
Section 1003. Notice to Owners if Default Occurs. If a default occurs of which the Trustee is
by Section 1001(h) required to take notice or if notice of default is given as in said subsection (h)
provided, then the Trustee shall give written notice thereof to the last known Owners of all Bonds then -
Outstanding as shown by the bond registration books required by Section 206 to be kept at the corporate
trust office of the Trustee.
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Section 1004. Intervention by the Trustee. In any judicial proceeding to which the City is a
party and which, in the opinion of the Trustee and its counsel, has a substantial bearing on the interests of
Owners, the Trustee may intervene on behalf of Owners and, subject to the provisions of Section 1001(l),
shall do so if requested in writing by the Owners of at least 25% of the aggregate principal amount of
Bonds then-Outstanding.
Section 1005. Successor Trustee Upon Merger, Consolidation or Sale. With the prior
written consent of JCMG PC, any corporation or association into which the Trustee may be merged or
converted or with or into which it may be consolidated, or to which it may sell or transfer its corporate
trust business and assets as a whole or substantially as a whole, or any corporation or association resulting
from any merger, conversion, sale, consolidation or transfer to which it is a party, shall be and become
successor Trustee hereunder and shall be vested with all the trusts, powers, rights, obligations, duties,
remedies, immunities and privileges hereunder as was its predecessor, without the execution or filing of
any instrument or any further act on the part of any of the parties hereto.
Section 1006. Resignation of Trustee. The Trustee and any successor Trustee may at any time
resign from the trusts hereby created by giving 30 days’ written notice to the City, JCMG PC and the
Owners, and such resignation shall take effect at the end of such 30 days, or upon the earlier appointment
of a successor Trustee by the Owners or by the City; provided, however, that in no event shall the
resignation of the Trustee or any successor trustee become effective until such time as a successor Trustee
has been appointed and has accepted the appointment. If no successor has been appointed and accepted
the appointment within 30 days after the giving of such notice of resignation, the Trustee may, at JCMG
PC’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee.
Section 1007. Removal of Trustee. The Trustee may be removed at any time, with or without
cause, by an instrument or concurrent instruments in writing (a) delivered to the Trustee, the City and
JCMG PC and signed by the Owners of a majority in aggregate principal amount of Bonds then -
Outstanding, or (b) so long as no Event of Default under this Indenture or the Lease shall have occurred
and be continuing, delivered to the Trustee, the City and the Owners and signed by JCMG PC.
Section 1008. Appointment of Successor Trustee. If the Trustee hereunder resigns or is
removed, or otherwise becomes incapable of acting hereunder, or if it is take n under the control of any
public officer or officers or of a receiver appointed by a court, a successor Trustee (a) reasonably
acceptable to the City may be appointed by JCMG PC (so long as no Event of Default has occurred and is
continuing), or (b) reasonably acceptable to the City and JCMG PC may be appointed by the Owners of a
majority in aggregate principal amount of Bonds then-Outstanding, by an instrument or concurrent
instruments in writing; provided, nevertheless, that in case of such vacancy, the City, by an instrument
executed and signed by its Mayor and attested by its City Clerk under its seal, may appoint a temporary
Trustee to fill such vacancy until a successor Trustee shall be appointed in the manner above provided.
Any such temporary Trustee so appointed by the City shall immediately and without further acts be
superseded by the successor Trustee so appointed as provided above. Every such Trustee appointed
pursuant to the provisions of this Section shall be a trust company or bank in good standing and qualified
to accept such trust with a corporate trust office in the State, and having a reported capital, surplus and
undivided profits of not less than $50,000,000. If no successor Trustee has been so appointed and
accepted appointment in the manner herein provided, the Trustee , at JCMG PC’s expense, or any Owner
may petition any court of competent jurisdiction for the appointment of a successor Trustee, until a
successor has been appointed as above provided.
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Section 1009. Vesting of Trusts in Successor Trustee. Every successor Trustee appointed
hereunder shall execute, acknowledge and deliver to its predecessor and also to the City and JCMG PC an
instrument in writing accepting such appointment hereunder, and thereupon such successor shall, without
any further act, deed or conveyance, become fully vested with all the trusts, powers, rights, obliga tions,
duties, remedies, immunities and privileges of its predecessor and the duties and obligations of such
predecessor hereunder shall thereafter cease and terminate; but such predecessor shall, nevertheless, on
the written request of the City, execute and deliver an instrument transferring to such successor Trustee
all the trusts, powers, rights, obligations, duties, remedies, immunities and privileges of such predecessor
hereunder; every predecessor Trustee shall deliver all securities and moneys held by it as Trustee
hereunder to its successor. Should any instrument in writing from the City be required by any
predecessor or successor Trustee for more fully and certainly vesting in such successor the trusts, powers,
rights, obligations, duties, remedies, immunities and privileges hereby vested in the predecessor, any and
all such instruments in writing shall, on request, be executed, acknowledged and delivered by the City.
Section 1010. Right of Trustee to Pay Taxes and Other Charges. If any tax, assessment or
governmental or other charge upon, or insurance premium with respect to, any part of the Project
Equipment is not paid as required herein or in the Lease, the Trustee may pay such tax, assessment or
governmental charge or insurance premium, without prejudice, however, to any rights of the Trustee or
the Owners hereunder arising in consequence of such failure; any amount at any time so paid under this
Section, with interest thereon from the date of payment at the rate of 10% per annum, shall become an
additional obligation secured by this Indenture, and the same shall be given a preference in payment over
any payment of principal of or interest on the Bonds, and shall be paid out of the proceeds of rents,
revenues and receipts collected from the Project Equipment, if not otherwise caused to be paid; but the
Trustee shall be under no obligation to make any such payment unless it has been requested to do so by
the Owners of at least 25% of the aggregate principal amount of Bonds then-Outstanding and has been
provided adequate funds for the purpose of such payment.
Section 1011. Trust Estate May be Vested in Co-Trustee.
(a) It is the purpose of this Indenture that there shall be no violation of any law of any
jurisdiction (including particularly the State) denying or restricting the right of banking corporations or
associations to transact business as trustee in such jurisdiction. It is recognized that in case of litigation
under this Indenture or the Lease, and in particular in case of the enforcement of either this Indenture or
the Lease upon the occurrence of an Event of Default or if the Trustee deems that by reason of any
present or future law of any jurisdiction it cannot exercise any of the powers, rights or remedies herein
granted to the Trustee, or take any other action which may be desirable or necessary in connection
therewith, it may be necessary or desirable that the Trustee appoint an additional individual or institution
as a co-trustee or separate trustee, and the Trustee is hereby authorized to appoint such co-trustee or
separate trustee.
(b) If the Trustee appoints an additional individual or institution as a co-trustee or separate
trustee (which appointment shall be subject to the approval of JCMG PC), each and every remedy, power,
right, claim, demand, cause of action, immunity, title, interest and lien expressed or intended by this
Indenture to be exercised by the Trustee with respect thereto shall be exercisable by such co -trustee or
separate trustee but only to the extent necessary to enable such co -trustee or separate trustee to exercise
such powers, rights and remedies, and every covenant and obligation necessary to the exercise thereof by
such co-trustee or separate trustee shall run to and be enforceable by either of them.
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(c) Should any deed, conveyance or instrument in writing from the City be required by the
co-trustee or separate trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to such co-trustee such properties, rights, powers, trusts, duties and obligations, any and all
such deeds, conveyances and instruments in writing shall, on request, be executed, acknowledged and
delivered by the City.
(d) If any co-trustee or separate trustee shall die, become incapable of acting, resign or be
removed, all the properties, rights, powers, trusts, duties and obligations of such co-trustee or separate
trustee, so far as permitted by law, shall vest in and be exercised by the Trustee until the appointment of a
successor to such co-trustee or separate trustee.
Section 1012. Accounting. The Trustee shall render an annual accounting for the period
ending December 31 of each year to the City, JCMG PC and to any Owner requesting the same and, upon
the request of the City, JCMG PC or any Owner, at such Owner’s expense, a monthly accounting to any
such party, showing in reasonable detail all financial transactions relating to the Trust Estate during the
accounting period and the balance in any funds or accounts created by this Indenture as of the beginning
and close of such accounting period.
Section 1013. Performance of Duties Under the Lease. The Trustee hereby accepts and
agrees to perform all duties and obligations assigned to it under the Lease.
ARTICLE XI
SUPPLEMENTAL INDENTURES
Section 1101. Supplemental Indentures Not Requiring Consent of Owners. The City and
the Trustee may from time to time, without the consent of or notice to any of the Owners, enter into such
Supplemental Indenture or Supplemental Indentures as shall not be inconsistent with the terms and
provisions hereof, for any one or more of the following purposes:
(a) To cure any ambiguity or formal defect or omission in this Indenture, or to make
any other change which is not to the material prejudice of the Owners, or, in the judgment of the
Trustee, is not to the material prejudice of the Trustee or the Owners (provided the Trustee shall
be entitled to receive and may rely upon an opinion of counsel in exercising such judgment);
(b) To grant to or confer upon the Trustee for the benefit of the Owners any
additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon
the Owners or the Trustee or either of them;
(c) To more precisely identify the Project Equipment or to add additional property
thereto;
(d) To conform this Indenture to amendments to the Lease made by the City and
JCMG PC; or
(e) To subject to this Indenture additional revenues, properties or collateral.
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Section 1102. Supplemental Indentures Requiring Consent of Owners.
(a) Exclusive of Supplemental Indentures covered by Section 1101 and subject to the terms
and provisions contained in this Section, and not otherwise, the Owners of not less than a majority in
aggregate principal amount of the Bonds then-Outstanding may, from time to time, anything contained in
this Indenture to the contrary notwithstanding, consent to and approve the execution by the City and the
Trustee of such other Supplemental Indenture or Supplemental Indentures as shall be deemed necessary
and desirable by the City for the purpose of modifying, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture;
provided, however, that without the consent of the Owners of 100% of the principal amount of the Bonds
then-Outstanding, nothing in this Section contained shall permit or be construed as permitting (1) an
extension of the maturity or a shortening of the redemption date of the principal of or interest, if any, on
any Bond issued hereunder, or (2) a reduction in the principal amount of any Bond or the rate of interest
thereon, if any, or (3) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (4) a
reduction in the aggregate principal amount of Bonds the Owners of which are required for consent to any
such Supplemental Indenture.
(b) If the City requests the Trustee to enter into any such Supplemental Indenture for any of
the purposes of this Section, the Trustee shall cause notice of the proposed execution of such
Supplemental Indenture to be mailed to each Owner as shown on the bond registration books required by
Section 206. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and
shall state that copies thereof are on file at the corporate trust office of the Trustee for inspection by all
Owners. If within 60 days or such longer period as may be prescribed by the City following the mailing
of such notice, the Owners of not less than a majority in aggregate princi pal amount of the Bonds
Outstanding at the time of the execution of any such Supplemental Indenture shall have consented to and
approved the execution thereof as herein provided, no Owner shall have any right to object to any of the
terms and provisions contained therein, or the operation thereof, or in any manner to question the
propriety of the execution thereof, or to enjoin or restrain the Trustee or the City from executing the same
or from taking any action pursuant to the provisions thereof.
Section 1103. JCMG PC’s Consent to Supplemental Indentures. Anything herein to the
contrary notwithstanding, a Supplemental Indenture under this Article shall not become effective unless
and until JCMG PC and any Financing Party have consented in writing to the execution and delivery of
such Supplemental Indenture. The Trustee shall cause notice of the proposed execution and delivery of
any Supplemental Indenture (regardless of whether it affects JCMG PC’s rights) together with a copy of
the proposed Supplemental Indenture to be mailed to JCMG PC and any Financing Party of which the
Trustee has received written notice thereof at least 15 days before the proposed date of execution and
delivery of the Supplemental Indenture.
Section 1104. Opinion of Counsel. In executing, or accepting the additional trusts created by,
any Supplemental Indenture permitted by this Article or the modification thereby of the trusts created by
this Indenture, the Trustee and the City shall receive, and, shall be fully protected in relying upon, an
opinion of counsel addressed and delivered to the Trustee and the City stating that the execution of such
Supplemental Indenture is permitted by and in compliance with this Indenture and will, upon the
execution and delivery thereof, be a valid and binding obligation of the City. The Trustee may, but shall
not be obligated to, enter into any such Supplemental Indenture which affects the Trustee’s rights, duties
or immunities under this Indenture or otherwise.
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ARTICLE XII
SUPPLEMENTAL LEASES
Section 1201. Supplemental Leases Not Requiring Consent of Owners. The City and the
Trustee shall, without the consent of or notice to the Owners, consent to the execution of any
Supplemental Lease or Supplemental Leases by the City and JCMG PC as may be required (a) by the
provisions of the Lease and this Indenture, (b) for the purpose of curing any ambiguity or formal defect or
omission in the Lease, (c) so as to more precisely identify the Project Equipment or add additional
property thereto or (d) in connection with any other change therein which, in the judgment of the Trustee,
does not materially and adversely affect the Trustee or security for the Owners (provided the Trustee is
entitled to receive and rely upon an opinion of counsel in exercising such judgment).
Section 1202. Supplemental Leases Requiring Consent of Owners. Except for Supplemental
Leases as provided for in Section 1201, neither the City nor the Trustee shall consent to the execution of
any Supplemental Lease or Supplemental Leases by the City or JCMG PC without the mailing of notice
and the obtaining of the written approval or consent of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding given and obtained as provided in Section 1102.
If at any time the City and JCMG PC shall request the consent of the Trustee to any such proposed
Supplemental Lease, the Trustee shall cause notice of such proposed Supplemental Lease to be mailed in
the same manner as provided in Section 1102 with respect to Supplemental Indentures. Such notice shall
briefly set forth the nature of such proposed Supplemental Lease and shall state that copies of the same
are on file in the corporate trust office of the Trustee for inspection by all Owners. If within 60 days or
such longer period as may be prescribed by the City following the mailing of such notice, the Owners of
not less than a majority in aggregate principal amount of the Bonds Outstanding at the time of the
execution of any such Supplemental Lease shall have consented to and approved the execution thereof as
herein provided, no Owner shall have any right to object to any of the terms and provisions contained
therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to
enjoin or restrain the Trustee or the City from executing the same or from taking any action pursuant to
the provisions thereof.
Section 1203. Opinion of Counsel. In executing or consenting to any Supplemental Lease
permitted by this Article, the City and the Trustee shall receive, and shall be fully protected in relying
upon, an opinion of counsel addressed to the Trustee and the City stating that the execution of such
Supplemental Lease is authorized or permitted by the Lease and this Indenture and the applicable law and
will upon the execution and delivery thereof be valid and binding obligations of the parties thereto.
ARTICLE XIII
SATISFACTION AND DISCHARGE OF INDENTURE
Section 1301. Satisfaction and Discharge of this Indenture.
(a) When the principal of and interest on all the Bonds have been paid in accordance with
their terms or provision has been made for such payment, as provided in Section 1302, and provision also
made for paying all other sums payable hereunder and under the Lease and the Performance Agreement,
including the reasonable fees and expenses of the Trustee, the City and the Paying Agent to the date of
retirement of the Bonds, then the right, title and interest of the Trustee in respect hereof shall thereupon
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cease, determine and be void. Thereupon, the Trustee shall cancel, discharge and release this Indenture
and shall upon the written request of the City or JCMG PC execute, acknowledge and deliver to the City
such instruments of satisfaction and discharge or release as shall be required to evidence such release and
the satisfaction and discharge of this Indenture, and shall assign and deliver to the City (subject to the
City’s obligations under Section 11.2 of the Lease) any property at the time subject to this Indenture
which may then be in its possession, except amounts in the Bond Fund required to be paid to JCMG PC
under Section 602 and except funds or securities in which such funds are invested held by the Trustee for
the payment of the principal of and interest on the Bonds.
(b) The City is hereby authorized to accept a certificate by the Trustee that the whole amount
of the principal and interest, if any, so due and payable upon all of the Bonds then -Outstanding has been
paid or such payment provided for in accordance with Section 1302 as evidence of satisfaction of this
Indenture, and upon receipt thereof shall cancel and erase the inscription of this Indenture from its
records.
Section 1302. Bonds Deemed to be Paid.
(a) Bonds shall be deemed to be paid within the meaning of this Article when payment of the
principal of and interest thereon to the due date thereof (whether such due date be by reason of maturity
or upon redemption as provided in this Indenture, or otherwise), either (1) have been made or caused to be
made in accordance with the terms thereof, or (2) have been provided for by depositing with the Trustee
or other commercial bank or trust company having full trust powers and authorized to accept trusts in the
State in trust and irrevocably set aside exclusively for such payment (A) moneys sufficient to make such
payment or (B) Government Securities maturing as to principal and interest in such amount and at such
times as will ensure the availability of sufficient moneys to make such payment, or (3) have been
provided for by surrendering the Bonds to the Trustee for cancellation. At such time as Bonds are
deemed to be paid hereunder, as aforesaid, they shall no longer be secured by or entitled to the benefits of
this Indenture, except for the purposes of such payment from such moneys or Government Securities.
(b) Notwithstanding the foregoing, in the case of Bonds which by their terms may be
redeemed before the stated maturities thereof, no deposit under clause (2) of the immediately preceding
paragraph shall be deemed a payment of such Bonds as aforesaid until, as to all such Bonds which are to
be redeemed before their respective stated maturities, proper notice of such redemption has been given in
accordance with Article III or irrevocable instructions have been given to the Trustee to give such notice.
(c) Notwithstanding any provision of any other section of this Indenture which may be
contrary to the provisions of this Section, all moneys or Government Securities set aside and held in trust
pursuant to the provisions of this Section for the payment of Bonds shall be applied to and used solely for
the payment of the particular Bonds, with respect to which such moneys or Government Securities have
been so set aside in trust.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Consents and Other Instruments by Owners.
(a) Any consent, request, direction, approval, objection or other instrument required by this
Indenture to be signed and executed by the Owners may be in any number of concurrent writings of
-34-
similar tenor and may be signed or executed by such Owners in person or by agent appointed in writing.
Proof of the execution of any such instrument or of the writing appointing any such agent and of the
ownership of Bonds (other than the assignment of ownership of a Bond) if made in the following manner,
shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee
with regard to any action taken, suffered or omitted under any such instrument, namely:
(1) The fact and date of the execution by any Person of any such instrume nt may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the Person signing such instrument acknowledged
before him the execution thereof, or by affidavit of any witness to such execution.
(2) The fact of ownership of Bonds and the amount or amounts, numbers and other
identification of such Bonds, and the date of holding the same shall be proved by the registration
books of the City maintained by the Trustee pursuant to Section 206.
(b) In determining whether the Owners of the requisite principal amount of Bonds
Outstanding have given any request, demand, authorization, direction, notice, consent or waiver under
this Indenture, Bonds owned by JCMG PC shall be disregarded and deemed not to be Outstanding under
this Indenture, except that, in determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Bonds which the Trustee knows
to be so owned shall be so disregarded; provided, the foregoing provisions shall not be applicable if
JCMG Investment is the only Owner of the Bonds. Notwithstanding the foregoing, Bonds so owned
which have been pledged in good faith shall not be disregarded as aforesaid if the pledgee establishes to
the satisfaction of the Trustee the pledgee’s right so to act with respect to such Bonds and that the pledgee
is not JCMG Investment or any affiliate thereof.
Section 1402. Limitation of Rights Under this Indenture. With the exception of rights herein
expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds
is intended or shall be construed to give any Person other than the parties hereto, and the Owners, if any,
any right, remedy or claim under or in respect to this Indenture, this Indenture and all of the covenants,
conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the
parties hereto, the Financing Parties, if any, and the Owners, as herein provided.
Section 1403. Notices. It shall be sufficient service of any notice, request, complaint, demand
or other paper required by this Indenture to be given or filed with the City, the Trustee or JCMG PC if the
same is duly mailed by registered or certified mail, postage prepaid, or sent by overnight delivery or other
delivery service which requires written acknowledgment of receipt by the addressee, addressed as
follows:
(a) To the City:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
-35-
with a copy to:
City Counselor
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
(b) To the Trustee:
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
ATTN: Corporate Trust Department
(c) To JCMG PC:
Jefferson City Medical Group
1241 W. Stadium Boulevard
Jefferson City, Missouri 65109
Attention: Chief Financial Officer
with a copy to:
Gibbs Pool and Turner, P.C.
3225 Emerald Lane, Suite A
Jefferson City, Missouri
Attention: Hallie. H. Gibbs
(d) To the Owners if the same is duly mailed by first-class, registered or certified
mail addressed to each of the Owners of Bonds at the time Outstanding as shown by the bond
registration books required by Section 206 to be kept at the corporate trust office of the Trustee.
All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the
date they are so mailed, provided that any of the foregoing given to the Trustee shall be effective only
upon receipt. All notices given by overnight delivery or other delivery service shall be deemed fully
given as of the date when received. A duplicate copy of each notice, certificate or other communication
given hereunder by either the City or the Trustee to the other shall also be given to JCMG PC. The City,
JCMG PC and the Trustee may from time to time designate, by notice given hereunder to the others of
such parties, such other addresses to which subsequent notices, certificates or other communications shall
be sent.
Section 1404. Severability. If any provision of this Indenture is held or deemed to be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or provisions hereof or any
constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have
the effect of rendering the provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or
unenforceable to any extent whatsoever.
-36-
Section 1405. Execution in Counterparts. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
Section 1406. Governing Law. This Indenture shall be governed exclusively by and construed
in accordance with the applicable laws of the State.
Section 1407. Electronic Transaction. The parties agree that the transaction described herein
may be conducted and related documents may be sent, received or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action or suit in the appropriate court of law.
Section 1408. City Consent and Approvals. Pursuant to the Ordinance, the Mayor is
authorized to execute all documents on behalf of the City (including documents pertaining to the transfer
of property or the financing or refinancing of the Project Equipment by JCMG PC and such licenses, and
similar documents as may be requested by JCMG PC) as may be required to carry out and comply with
the intent of the Ordinance, this Indenture and the Lease. The Mayor is also authorized, unless expressly
prohibited herein, to grant on behalf of the City such consents, estoppels and waivers relating to the
Bonds, this Indenture, the Lease, or the Performance Agreement as may be requested during the term
thereof; provided, such consents, estoppels and/or waivers shall not increase the principal amount of t he
Bonds, increase the term of the Lease or the tax exemption as provided for therein, waive an Event of
Default or materially change the nature of the transaction unless approved by the City Council.
Section 1409. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, the Trustee certifies it is not currently engaged in and shall not, for the
duration of this Indenture, engage in a boycott of goods or services from (a) the State of Israel,
(b) companies doing business in or with the State of Israel or authorized by, licensed by or organized
under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel.
[Remainder of Page Intentionally Left Blank]
Personal Property Trust Indenture
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-1
IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Indenture to be
signed in its name and behalf by its Mayor and the seal of the City to be hereunto affixed and attested by
its City Clerk, and to evidence its acceptance of the trusts hereby created, the Trustee has caused this
Indenture to be signed in its name and behalf by a duly authorized officer, all as of the date first above
written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Personal Property Trust Indenture
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-2
BOKF, N.A., as Trustee
By:
Name:
Title:
A-1
EXHIBIT A
PROJECT EQUIPMENT
All items of machinery, equipment or other personal property located at the Project Site, acquired
on or before the Completion Date pursuant to Article IV of the Lease and paid for in whole from
proceeds of the Bonds.
B-1
EXHIBIT B
FORM OF BONDS
THIS BOND OR ANY PORTION HEREOF MAY BE TRANSFERRED,
ASSIGNED OR NEGOTIATED ONLY TO AN APPROVED INVESTOR
AS DEFINED IN THE HEREIN DESCRIBED INDENTURE.
No. 1 Not to Exceed
$2,100,000
UNITED STATES OF AMERICA
STATE OF MISSOURI
CITY OF JEFFERSON, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND
(JCMG – PERSONAL PROPERTY PROJECT)
SERIES 2022
Interest Rate Maturity Date Dated Date
5.00% December 1, 2032 December [___], 2022
OWNER: JEFFERSON CITY MEDICAL GROUP, P.C.
MAXIMUM PRINCIPAL AMOUNT: TWO MILLION ONE HUNDRED
THOUSAND DOLLARS
THE CITY OF JEFFERSON, MISSOURI, a home rule charter city organized and existing
under the laws of the State of Missouri (the “City”), for value received, promises to pay, but solely from
the source hereinafter referred to, to the Owner named above, or registered assigns thereof, on the
Maturity Date shown above, the principal amount shown above, or such lesser amount as may be
outstanding hereunder as reflected on Schedule I hereto held by the Trustee as provided in the hereinafter
referred to Indenture. The City agrees to pay such principal amount to the Owner in any coin or currency
of the United States of America which on the date of payment thereof is legal tender for the payment of
public and private debts, and in like manner to pay to the Owner hereof, either by check or draft mailed to
the Owner at a stated address as it appears on the bond registration books of the City kept by the Trustee
under the within mentioned Indenture or, in certain situations authorized in the Indenture, by internal
bank transfer or by electronic transfer to an account at a commercial bank or savings institution located in
the continental United States. Interest on the Cumulative Outstanding Principal Amount (as hereinafter
defined) at the per annum Interest Rate stated above, payable in arrears on each December 1, commencing
on December 1, 2023, and continuing thereafter until the earlier of the date on which said Cumulative
Outstanding Principal Amount is paid in full or the Maturity Date. Interest on each advancement of the
principal amount of this Bond shall accrue from the date that such advancement is made, computed on the
basis of a year of 360 days consisting of 12 months of 30 days each.
B-2
As used herein, the term “Cumulative Outstanding Principal Amount” means all Bonds
outstanding under the terms of the hereinafter defined Indenture, as reflected on Schedule I hereto
maintained by the Trustee.
THIS BOND is one of a duly authorized series of Bonds of the City designated the “City of
Jefferson, Missouri, Taxable Industrial Development Revenue Bonds (JCMG – Personal Property
Project), Series 2022” (the “Bonds”), issued for the purpose of acquiring and installing certain personal
property (the “Project Equipment”) at the 28,000 square foot stand-alone outpatient surgery center
situated on approximately 6.85 acres of land located at 3520 West Edgewood Drive in Jefferson City,
Missouri, which Project Equipment is to be leased to Jefferson City Medical Group, P.C., a Missouri
professional corporation (“JCMG PC”) under the terms of a Personal Property Lease Agreement dated
as of December 1, 2022 (said Personal Property Lease Agreement, as amended and supplemented from
time to time in accordance with the provisions thereof, being herein called the “Lease”), between the City
and JCMG PC, all pursuant to the authority of and in full compliance with the provisions, restrictions and
limitations of the Constitution and statutes of the State of Missouri, including particularly the Act, and the
City Charter and pursuant to proceedings duly had by the City Council.
THE BONDS are issued under and are equally and ratably secured and entitled to the protection
given by a Personal Property Trust Indenture dated as of December 1, 2022 (said Personal Property Trust
Indenture, as amended and supplemented from time to time in accordance with the provisions thereof,
being herein called the “Indenture”), between the City and BOKF, N.A., St. Louis, Missouri, as trustee
(the “Trustee”). Capitalized terms not defined herein shall have the meanings set forth in the Indenture.
Reference is hereby made to the Indenture for a description of the provisions, among others, with
respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the City,
the Trustee and the Owners, and the terms upon which the Bonds are issued and secured.
THE BONDS are subject to redemption and payment at any time before the stated maturity
thereof, at the option of the City, upon written instructions from JCMG PC, (1) in whole, if JCMG PC
exercises its option to purchase the Project Equipment and deposits an amount sufficient to effect such
purchase pursuant to the Lease on the applicable redemption date, or (2) in part, if JCMG PC prepays
additional Basic Rent pursuant to the Lease; provided, however, if only a portion of the Bonds are to be
redeemed, Bonds aggregating at least 10% of the maximum principal amount of Bonds authorized under
the Indenture shall not be subject to redemption and payment before the stated maturity thereof. Any
redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value
thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption
date.
THE BONDS are subject to mandatory redemption, in whole or in part, to the extent of amounts
deposited in the Bond Fund pursuant to Section 9.1(f) or 9.2(c) of the Lease, in the event of substantial
damage to or destruction or condemnation of substantially all of the Project Equipment. Bonds to be
redeemed pursuant to this paragraph shall be called for redemption by the Trustee on the earliest
practicable date for which timely notice of redemption may be given as provided under the Indenture.
Any redemption of Bonds pursuant to this paragraph shall be at a redemption price equal to the par value
thereof being redeemed, plus accrued interest thereon, without premium or penalty, to the redemption
date. Before giving notice of redemption to the Owners pursuant to this paragraph, money in an amount
equal to the redemption price shall have been deposited in the Bond Fund.
B-3
If the Bonds are to be called for optional redemption, JCMG PC shall deliver written notice to the
City and the Trustee that it has elected to redeem all or a portion of the Bonds at least 40 days (10 days if
there is one Owner) before the scheduled redemption date. The Trustee shall then deliver written notice
to the Owner of this Bond at least 30 days (five days if there is one Owner) before the scheduled
redemption date by first-class mail (or facsimile, if there is one Owner) stating the date upon which the
Bonds will be redeemed and paid.
THE BONDS, including interest thereon, are special obligations of the City and are payable
solely out of the rents, revenues and receipts derived by the City from the Project Equipment and the
Lease and not from any other fund or source of the City, and are secured by a pledge and assignment of
the Project Equipment and of such rents, revenues and receipts, including all rentals and other amounts to
be received by the City under and pursuant to the Lease, all as provided in the Indenture. The Bonds do
not constitute a general obligation of the City or the State of Missouri, and neither the City nor the State
of Missouri shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning
of any constitutional, statutory or charter debt limitation or restriction and are not payable in any manner
by taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment
when due of the principal of and interest on the Bonds are to be paid by JCMG PC directly to the Trustee
for the account of the City and deposited in a special fund created by the City and designated the “City of
Jefferson, Missouri, Bond Fund – JCMG Personal Property Project.”
THE OWNER of this Bond shall have no right to enforce the provisions of the Indenture or to
institute action to enforce the covenants therein, or to take any action with respect to any Event of Default
under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto,
except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect
set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then-Outstanding
may become or may be declared due and payable before the stated maturity thereof, together with interest
accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the
extent and in the circumstances permitted by the Indenture.
THIS BOND is transferable, as provided in the Indenture, only upon the books of the City kept
for that purpose at the above-mentioned office of the Trustee by the Owner hereof in person or by such
Person’s duly authorized attorney, upon surrender of this Bond together with a written instrument of
transfer reasonably satisfactory to the Trustee duly executed by the Owner or such Person’s duly
authorized attorney, and thereupon a new fully-registered Bond or Bonds, in the same aggregate principal
amount of this Bond, shall be issued to the transferee in exchange therefor as provided in the Indenture,
and upon payment of the charges therein prescribed. The City, the Trustee and any Paying Agent may
deem and treat the Person in whose name this Bond is registered as the absolute owner hereof for the
purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest
due hereon and for all other purposes.
THE BONDS are issuable in the form of one fully-registered Bond in the maximum principal
amount of $2,100,000.
THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any
security or benefit under the Indenture until the Certificate of Authentication hereon has been executed by
the Trustee.
B-4
IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required
to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the
issuance of this Bond do exist, have happened and have been performed in due time, form and manner as
required by the Constitution and laws of the State of Missouri.
IN WITNESS WHEREOF, the City of Jefferson, Missouri, has caused this Bond to be executed
in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile
signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon.
CITY OF JEFFERSON, MISSOURI
By:
Mayor
ATTEST: (Seal)
City Clerk
B-5
CERTIFICATE OF AUTHENTICATION
This Bond is the Taxable Industrial Development Revenue Bond (JCMG - Personal Property
Project), Series 2022, described in the Indenture. The effective date of registration of this Bond is set
forth below.
BOKF, N.A., as Trustee
____________________ By:
Date Authorized Signatory
B-6
SCHEDULE I
TABLE OF CUMULATIVE OUTSTANDING PRINCIPAL AMOUNT
CITY OF JEFFERSON, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BOND
(JCMG – PERSONAL PROPERTY PROJECT)
SERIES 2022
Bond No. 1
Date
Principal Amount
Advanced
Principal Amount
Redeemed
Cumulative
Outstanding
Principal
Amount
Notation
Made
By
B-7
FORM OF ASSIGNMENT
(NOTE RESTRICTIONS ON TRANSFERS)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
____________________________________________________________________________________
Print or Typewrite Name, Address and Social Security or
other Taxpayer Identification Number of Transferee
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
_____________________________ attorney to transfer the within Bond on the books kept by the Trustee
for the registration and transfer of Bonds, with full power of substitution in the premises.
Dated: ______________________.
_______________________________________
NOTICE: The signature to this assignment must
correspond with the name of the Registered
Owner as it appears upon the face of the within
Bond in every particular.
Medallion Signature Guarantee:
C-1
EXHIBIT C
FORM OF REPRESENTATION LETTER
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
Attention: Corporate Trust Department
Re: $2,100,000 Maximum Principal Amount of Taxable Industrial Development Revenue
Bonds (JCMG – Personal Property Project), Series 2022 of the City of Jefferson,
Missouri
Ladies and Gentlemen:
In connection with the purchase of the above-referenced bonds (the “Bonds”), the undersigned
purchaser of the Bonds hereby represents, warrants and agrees as follows:
1. The undersigned understands that (a) the Bonds have been issued under and pursuant to a
Personal Property Trust Indenture dated as of December 1, 2022 (the “Indenture”), between the City of
Jefferson, Missouri (the “City”), and BOKF, N.A., as trustee (the “Trustee”), (b) the Bonds are payable
solely out of certain rents, revenues and receipts to be derived from the leasing or sale of the Project
Equipment (as defined in the Indenture) to Jefferson City Medical Group, P.C., a Missouri professional
corporation (“JCMG PC”) under a Personal Property Lease Agreement dated as of December 1, 2022
(the “Lease”), between the City and JCMG PC, with certain of such rents, revenues and receipts being
pledged and assigned by the City to the Trustee under the Indenture to secure the payment of the principal
of and interest on the Bonds.
2. The undersigned understands that (a) the Bonds and the interest thereon are special,
limited obligations of the City payable solely out of the rents, revenues and receipts derived by the City
from the Project Equipment and the Lease, and not from any other fund or source of the City, (b) the
Bonds are secured by a pledge and assignment of the Trust Estate to the Trustee in favor of the Owners,
as provided in the Indenture, (c) the Bonds and the interest thereon shall not constitute general obligations
of the City, the State of Missouri (the “State”) or any political subdivision thereof, and neither the City,
the State nor any political subdivision thereof shall be liable thereon, and (d) the Bonds do not constitute
an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are
not payable in any manner by taxation.
3. The undersigned understands that the Bonds are transferable only in the manner provided
for in the Indenture and discussed below and warrants that it is acquiring the Bonds for its own account
with the intent of holding the Bonds as an investment, and the acquisition of the Bonds is not made with a
view toward their distribution or for the purpose of offering, selling or otherwise participating in a
distribution of the Bonds.
C-2
4. The undersigned is an Approved Investor, as defined in the Indenture.
5. The undersigned agrees not to attempt to offer, sell, hypothecate or otherwise distribute
the Bonds to others unless authorized by the terms of the Indenture and, if requested by the City, upon
receipt of an opinion of counsel reasonably acceptable to the City, JCMG PC and the purchaser that all
registration and disclosure requirements of the Securities and Exchange Commission and all other
appropriate federal and State securities laws and the securities law of any other applicable state are
complied with.
6. JCMG PC has (a) furnished to the undersigned such information about itself as the
undersigned deems necessary in order for it to make an informed investment decision with respect to the
purchase of the Bonds, (b) made available to the undersigned, during the course of this transaction, ample
opportunity to ask questions of, and to receive answers from, appropriate officers of the City and the
terms and conditions of the offering of the Bonds, and (c) provided to the undersigned all additional
information which it has requested. [*Delete this paragraph if JCMG PC is the purchaser of the Bonds.*]
7. The undersigned is now, and was when it agreed to purchase the Bonds, familiar with the
operations of JCMG PC and fully aware of terms and risks of the Bonds. [*Delete previous sentence if
JCMG PC is the purchaser of the Bonds.*] The undersigned believes that the Bonds which it is acquiring
is a security of the kind that it wishes to purchase and hold for investment and that the nature and amount
thereof are consistent with its investment program.
8. The undersigned is fully aware of and satisfied with (a) the current status of the title to
the Project Equipment and any issues related thereto and (b) the terms, amounts and providers of the
insurance maintained pursuant to Article VII of the Lease, and the undersigned is purchasing the Bonds
with full knowledge of such matters.
9. The undersigned understands and agrees that the interest on the Bonds is subject to
federal and state income taxation.
10. The undersigned hereby directs the Trustee to hold the Bonds in trust pursuant to
Section 204(c) of the Indenture.
Dated: , 20___
[PURCHASER OF BONDS]
By:
Name:
Title:
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
CITY OF JEFFERSON, MISSOURI,
As Lessor
AND
JCMG INVESTMENT, LLC,
As Lessee
____________
REAL PROPERTY LEASE AGREEMENT
Dated as of December 1, 2022
____________
Relating to:
$15,700,000
(Aggregate Maximum Principal Amount)
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
Certain rights of the City of Jefferson, Missouri (the “City”), in this Real Property Lease
Agreement have been pledged and assigned to BOKF, N.A., St. Louis, Missouri, as Trustee under
the Real Property Trust Indenture dated as of December 1, 2022, between the City and the Trustee.
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms ....................................................................................... 2
Section 1.2. Rules of Interpretation ....................................................................................................... 2
Section 1.3. Date of Lease ..................................................................................................................... 2
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the City ............................................................................................... 3
Section 2.2. Representations by the JCMG Investment ........................................................................ 4
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate ............................................................................................ 4
Section 3.2. Lease Term ........................................................................................................................ 4
Section 3.3. Possession and Use of the Real Property .......................................................................... 4
ARTICLE IV
PURCHASE AND IMPROVEMENT OF THE REAL PROPERTY
Section 4.1. Issuance of the Bonds ........................................................................................................ 5
Section 4.2. Purchase and Improvement of the Real Property .............................................................. 5
Section 4.3. Project Costs ...................................................................................................................... 6
Section 4.4. Payment for Project Costs ................................................................................................. 6
Section 4.5. Establishment of Completion Date.................................................................................... 6
Section 4.6. Surplus in Project Fund ..................................................................................................... 7
Section 4.7. Project Site and Project Improvement Property of the City .............................................. 7
Section 4.8. Non-Project Improvements, Machinery and Equipment Property of JCMG Investment . 7
Section 4.9. Construction Contracts ...................................................................................................... 7
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent ......................................................................................................................... 7
Section 5.2. Additional Rent ................................................................................................................. 8
Section 5.3. Obligations of JCMG Investment Absolute and Unconditional ........................................ 8
Section 5.4. Prepayment of Basic Rent ................................................................................................. 9
(ii)
ARTICLE VI
MAINTENANCE, TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs .................................................................................................. 9
Section 6.2. Taxes, Assessments and Other Governmental Charges .................................................. 10
Section 6.3. Utilities ............................................................................................................................ 10
Section 6.4. Property Tax Exemption ................................................................................................. 10
ARTICLE VII
INSURANCE
Section 7.1. Title Commitment or Report ........................................................................................... 11
Section 7.2. Casualty Insurance .......................................................................................................... 11
Section 7.3. Public Liability Insurance ............................................................................................... 12
Section 7.4. Blanket Insurance Policies .............................................................................................. 12
Section 7.5. Worker’s Compensation .................................................................................................. 12
Section 7.6. Sovereign Immunity ........................................................................................................ 12
ARTICLE VIII
ALTERATION OF THE REAL PROPERTY
Section 8.1. Additions, Modifications and Improvements to the Real Property ................................. 12
Section 8.2. Additional Improvements on the Project Site ................................................................. 13
Section 8.3. Permits and Authorizations ............................................................................................. 13
Section 8.4. Mechanics’ Liens ............................................................................................................ 14
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction .................................................................................................... 14
Section 9.2. Condemnation ................................................................................................................. 16
Section 9.3. Bondowner Approval ...................................................................................................... 17
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification 17
Section 10.2. Surrender of Possession .................................................................................................. 17
Section 10.3. Right of Access to the Real Property .............................................................................. 18
Section 10.4. Granting of Easements; Deed of Trust and Financing Arrangements ............................. 18
Section 10.5. Indemnification of City and Trustee ............................................................................... 20
Section 10.6. Depreciation and Other Tax Benefits .............................................................................. 21
Section 10.7. JCMG Investment to Maintain its Existence ................................................................... 21
Section 10.8. Security Interests ............................................................................................................. 21
Section 10.9. Environmental Matters, Warranties, Covenants and Indemnities Regarding
Environmental Matters .................................................................................................... 22
(iii)
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE REAL PROPERTY
Section 11.1. Option to Purchase the Real Property ............................................................................. 23
Section 11.2. Conveyance of the Real Property .................................................................................... 24
Section 11.3. Relative Position of Option and Indenture ...................................................................... 24
Section 11.4. Obligation to Purchase the Real Property ....................................................................... 25
Section 11.5. Right of Set-Off ............................................................................................................... 25
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default ............................................................................................................. 25
Section 12.2. Remedies on Default ....................................................................................................... 26
Section 12.3. Survival of Obligations ................................................................................................... 26
Section 12.4. Performance of JCMG Investment’s Obligations by the City ......................................... 27
Section 12.5. Rights and Remedies Cumulative ................................................................................... 27
Section 12.6. Waiver of Breach ............................................................................................................ 27
Section 12.7. Trustee’s Exercise of the City’s Remedies ...................................................................... 27
ARTICLE XIII
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease ..................................................................................................... 28
Section 13.2. Assignment of Revenues by City .................................................................................... 28
Section 13.3. Prohibition Against Fee Mortgage of Real Property ....................................................... 28
Section 13.4. Restrictions on Sale or Encumbrance of Real Property by City ..................................... 29
ARTICLE XIV
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 14.1. Amendments, Changes and Modifications ...................................................................... 29
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices ............................................................................................................................. 29
Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals ................................... 30
Section 15.3. Net Lease ......................................................................................................................... 30
Section 15.4. Limitation on Liability of City ........................................................................................ 31
Section 15.5. Governing Law ................................................................................................................ 31
Section 15.6. Binding Effect; JCMG PC as Third-Party Beneficiary ................................................... 31
Section 15.7. Severability...................................................................................................................... 31
Section 15.8. Execution in Counterparts ............................................................................................... 31
Section 15.9. Electronic Transaction ..................................................................................................... 31
Section 15.10. City Consents and Approvals .......................................................................................... 31
Section 15.11. Anti-Discrimination Against Israel Act .......................................................................... 31
Section 15.12. Performance by JCMG PC .............................................................................................. 31
(iv)
Signatures and Seal ......................................................................................................... S-1
Exhibit A – Project Site
Exhibit B – Form of Requisition Certificate
REAL PROPERTY LEASE AGREEMENT
THIS REAL PROPERTY LEASE AGREEMENT, dated as of December 1, 2022 (this
“Lease”), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city organized and
existing under the laws of the State of Missouri (the “City”), as lessor, and JCMG INVESTMENT,
LLC, a Missouri limited liability company (“JCMG Investment”), as lessee;
RECITALS:
1. The City is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b) of the Missouri Constitution, Sections 100.010 through 100.200, inclusive, of the Revised
Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend, improve
and equip certain projects (as defined in the Act), to issue industrial revenue bonds for the purpose of
providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for manufacturing, commercial, office industry, warehousing and
industrial development purposes upon such terms and conditions as the City deems advisable.
2. Pursuant to the Act, the City Council of the City gave notice to the affected taxing
jurisdictions in accordance with Section 100.059.1 of the Act regarding the City’s intent to approve the
issuance of two separate series of industrial development revenue bonds under the Act in order to finance
the costs of a project for the benefit of Jefferson City Medical Group, P.C., a Missouri professional
corporation (“JCMG PC”) consisting of (a) constructing an approximately 28,000 square foot stand-
alone outpatient surgery center (the “Project Improvements”) on an approximately 6.85 acre site located
at 3520 West Edgewood Drive in the City (as legally described on Exhibit A, the “Project Site”), which
will be occupied by JCMG PC, and (b) acquiring and installing certain equipment and other personal
property within the Project Improvements (the “Project Equipment”).
3. Following notice to the affected taxing jurisdictions in accordance with Section
100.059.1 of the Act, the City Council of the City adopted Ordinance No. [________] on December 19,
2022 (the “Ordinance”), (a) approving a plan for the industrial development project, (b) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project), Series
2022, in the maximum principal amount of $15,700,000 (the “Bonds”), for the purpose of acquiring the
Project Site and constructing the Project Improvements located thereon (the Project Site and Project
Improvements being collectively referred to herein as the “Real Property”), and (c) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Personal Property Project), Series
2022, in the maximum principal amount of $2,100,000, for the purpose of acquiring and installing the
Project Equipment within the Project Improvements.
4. Pursuant to the Ordinance, the City is authorized to enter into a Real Property Trust
Indenture of even date herewith (the “Indenture”) with BOKF, N.A., St. Louis, Missouri, as trustee (the
“Trustee”), for the purpose of issuing and securing the Bonds, as therein provided, and to enter into this
Lease with JCMG Investment, under which the City will acquire the Real Property and will lease the Real
Property, as it may at any time exist, to JCMG Investment in consideration of rental payments by JCMG
Investment that will be sufficient to pay the principal of and interest on the Bonds. JCMG Investment
will sublease the Real Property to JCMG PC pursuant to a lease between JCMG Investment and JCMG
PC (the “Sublease”).
5. In consideration of the terms and conditions of this Lease, the Real Property Lease, the
Ordinance, the issuance of the Bonds and certain other agreements, the City, JCMG Investment and
JCMG PC concurrently herewith entered into a Performance Agreement of even date herewith (the
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“Performance Agreement”), pursuant to which JCMG Investment and JCMG PC have agreed to make
certain payments in lieu of taxes.
6. Pursuant to the foregoing, the City desires to lease the Real Property to JCMG
Investment and JCMG Investment desires to lease the Real Property from the City, for the rentals and
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual representations,
covenants and agreements herein contained, the receipt and sufficiency of which are hereby
acknowledged, the City and JCMG Investment do hereby represent, covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined
elsewhere in this Lease, capitalized words and terms used in this Lease shall have the meanings given to
such words and terms in Section 101 of the Indenture (which definitions are hereby incorporated by
reference).
Section 1.2. Rules of Interpretation.
(a) Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders.
(b) Unless the context otherwise indicates, words importing the singular number shall
include the plural and vice versa, and words importing Persons shall include firms, associations and
corporations, including governmental entities, as well as natural Persons.
(c) Wherever in this Lease it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even though not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as
the case may be, such act or obligation.
(d) All references in this instrument to designated “Articles,” “Sections” and other
subdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions of
this instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words of
similar import refer to this Lease as a whole and not to any particular Article, Section or other
subdivision.
(e) The Table of Contents and the Article and Section headings of this Lease shall not be
treated as a part of this Lease or as affecting the true meaning of the provisions hereof.
(f) Whenever an item or items are listed after the word “including,” such listing is not
intended to be a listing that excludes items not listed.
Section 1.3. Date of Lease. The dating of this Lease as of December 1, 2022, is intended as
and for the convenient identification of this Lease only and is not intended to indicate that this Lease was
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executed and delivered on said date, this Lease being executed and delivered and becoming effective
simultaneously with the initial issuance of the Bonds.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the City. The City makes the following representations as
the basis for the undertakings on its part herein contained:
(a) The City is a home rule charter city duly organized and validly existing under the
laws of the State of Missouri. Under the provisions of the Act, t he City has lawful power and
authority to enter into the transactions contemplated by this Lease and to carry out its obligations
hereunder. By proper action of the City Council, the City has been duly authorized to execute
and deliver this Lease, acting by and through its duly authorized officers.
(b) As of the date of delivery hereof, the City agrees to acquire title to the Project
Site from JCMG Investment, subject to Permitted Encumbrances, and complete or cause to be
completed the Project Improvements on the Project Site. The City agrees to lease the Real
Property to JCMG Investment and to sell the Real Property to JCMG Investment if JCMG
Investment exercises its option to purchase the Real Property or upon termination of this Lease,
all for the purpose of furthering the public purposes of the Act.
(c) To the City’s knowledge, no member of the City Council or any other officer of
the City has any significant or conflicting interest, financial, employment or otherwise, in JCMG
Investment or in the transactions contemplated hereby.
(d) To finance Project Costs, the City proposes to issue the Bonds which will be
scheduled to mature as set forth in Article II of the Indenture and will be subject to redemption
prior to maturity in accordance with the provisions of Article III of the Indenture.
(e) The Bonds are to be issued under and secured by the Indenture, pursuant to
which the Real Property and the net earnings therefrom, consisting of all rents, revenues and
receipts to be derived by the City from the leasing or sale of the Real Property, will be pledged
and assigned to the Trustee as security for payment of the principal of and interest on the Bonds
and amounts owing pursuant to the Lease.
(f) The City will not knowingly take any affirmative action that would permit a lien
to be placed on the Real Property or pledge the revenues derived therefrom for any bonds or other
obligations, other than the Bonds, except with the written consent of the Authorized JCMG
Investment Representative; provided, however, the City’s execution of this Lease, the Indenture
and the Performance Agreement shall not be deemed to violate this Section 2.1(f).
(g) The City will not operate the Real Property as a business or in any other manner
except as the lessor thereof; provided, subsequent to an Event of Default hereunder (following the
expiration of any notice and/or cure period) in accordance with the provisions dealing with the
exercise of remedies set forth herein and subject to all rights and powers of the Trustee as set
forth herein and in the Indenture.
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Section 2.2. Representations by JCMG Investment. JCMG Investment makes the
following representations as the basis for the undertakings on its part herein contained:
(a) JCMG Investment is a limited liability company duly organized, validly existing
and in good standing under the laws of the State of Missouri.
(b) JCMG Investment has lawful power and authority to enter into this Lease and to
carry out its obligations hereunder, and JCMG Investment has been duly authorized to execute
and deliver this Lease, acting by and through its duly authorized officers and representatives.
(c) The execution and delivery of this Lease, the consummation of the transactions
contemplated hereby and the performance of or compliance with the terms and conditions of this
Lease by JCMG Investment will not, to the best of JCMG Investment’s knowledge, conflict with
or result in a breach of any of the terms, conditions or provisions of, or constitute a default unde r,
any mortgage, deed of trust, lease or any other restriction or any agreement or instrument to
which JCMG Investment is a party or by which it or any of its property is bound, or JCMG
Investment’s organizational documents, or any order, rule or regulation applicable to JCMG
Investment or any of its property of any court or governmental body, or constitute a default under
any of the foregoing, or result in the creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of JCMG Investment
under the terms of any instrument or agreement to which JCMG Investment is a party.
(d) To JCMG Investment’s knowledge, the Real Property, upon completion of the
Project Improvements in accordance with the Plans and Specifications, will comply in all material
respects with all applicable federal, state and local laws, statutes, ordinances, rules, regulations,
executive orders and codes pertaining to or affecting the Real Property, including all building and
zoning, health, environmental and safety orders and laws, subject to all rights of JCMG
Investment to contest the same.
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate. The City hereby exclusively rents, leases and
lets the Real Property to JCMG Investment, and JCMG Investment hereby rents, leases and hires the Real
Property from the City, subject to Permitted Encumbrances existing as of the date of the execution and
delivery hereof, for the rentals and upon and subject to the terms and conditions herein contained.
Section 3.2. Lease Term. This Lease shall become effective upon its execution and delivery.
Subject to earlier termination pursuant to the provisions of this Lease, the lease of the Real Property shall
terminate on December 31, 2032.
Section 3.3. Possession and Use of the Real Property.
(a) The City covenants and agrees that as long as neither the City nor the Trustee has
exercised any of the remedies set forth in Section 12.2 following the occurrence and continuance of an
Event of Default, as defined in Section 12.1, JCMG Investment shall have sole and exclusive possession
of the Real Property (subject to Permitted Encumbrances and the City’s and the Trustee’s right of access
pursuant to Section 10.3) and shall peaceably and quietly have, hold and enjoy the Real Property during
the Lease Term. The City covenants and agrees that it will not take any action, other than expressly
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pursuant to Article XII, the Indenture, and the Performance Agreement, to prevent JCMG Investment or
JCMG PC from having quiet and peaceable possession and enjoyment of the Real Property during the
Lease Term and will, at the request and expense of JCMG Investment, cooperate with JCMG Investment
and JCMG PC to defend JCMG Investment’s and JCMG PC’s quiet and peaceable possession and
enjoyment of the Real Property.
(b) Subject to the provisions of this Section, JCMG Investment, or JCMG PC under the
Sublease, shall have the exclusive right to use the Real Property for any lawful purpose contemplated by
the Act and consistent with the terms of the Performance Agreement. JCMG Investment shall comply in
all material respects with all statutes, laws, ordinances, orders, judgments, decrees, regulations, directions
and requirements of all federal, state, local and other governments or governmental authorities, now or
hereafter applicable to the Real Property, as to the manner of use or the condition of the Real Property, or
that otherwise may be applicable by virtue of the City’s ownership of the Real Property. JCMG
Investment shall also comply with the mandatory requirements, rules and regulations of all insurers under
the policies carried under the provisions of Article VII. JCMG Investment shall pay all costs, expenses,
claims, fines, penalties and damages that may in any manner arise out of, or be imposed as a result of, the
failure of JCMG Investment to comply with the provisions of this Section. Notwithstanding any
provision contained in this Section, however, JCMG Investment may, at its own cost and expense, contest
or review by legal or other appropriate procedures the validity or legality of any such governmental
statute, law, ordinance, order, judgment, decree, regulation, direction or requirement, or any such
requirement, rule or regulation of an insurer, and during such contest or review JCMG Investment may
refrain from complying therewith.
ARTICLE IV
PURCHASE AND IMPROVEMENT OF THE REAL PROPERTY
Section 4.1. Issuance of the Bonds. To provide funds for the payment of Project Costs, the
City agrees that, upon request of JCMG Investment, it will issue, sell and cause to be delivered the Bonds
to the purchaser thereof in accordance with the provisions of the Indenture and the Bond Purchase
Agreement. The proceeds of the sale of the Bonds, when received, shall be paid over to the Trustee for
the account of the City. The Trustee shall promptly deposit such proceeds, when received, as provided in
the Indenture to be used and applied as provided in this Lease and in the Indenture. Alternatively, the
Trustee shall (pursuant to Section 208(d) of the Indenture) endorse the Bonds in an amount equal to the
requisition certificates submitted pursuant to Section 4.4. In that event, so long as the sole Owner of the
Bonds is the lessee under this Lease, the purchaser of the Bonds shall be deemed to have deposited funds
with the Trustee in an amount equal to the amounts stated in the requisition certificates.
Section 4.2. Purchase and Improvement of the Real Property. The City and JCMG
Investment agree that JCMG Investment, as the agent of the City, shall, but solely from the Project Fund
(or from funds deemed to be deposited into the Project Fund upon JCMG Investment’s delivery of a
requisition certificate as permitted by Section 208(e) of the Indenture), purchase the Project Site and
construct the Project Improvements on the Project Site as follows:
(a) The City will acquire the Real Property at the execution hereof. Concurrently
with the execution of this Lease, (1) a deed and any other necessary instruments of transfer will
be delivered to the City and placed of record, and (2) the commitment for title insurance or
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ownership and encumbrance report required by Article VII will be delivered by JCMG
Investment to the City.
(b) On behalf of the City, JCMG Investment will complete or cause the completion
of the Project Improvements on the Project Site and otherwise improve the Project Site in
accordance with the Plans and Specifications.
(c) JCMG Investment will comply, or cause JCMG PC to comply, with the
provisions of Section 107.170 of the Revised Statutes of Missouri to the extent applicable to the
improvement of the Real Property.
(d) JCMG Investment or JCMG PC has caused or will cause the construction of the
Project Improvements on the Project Site to be completed on or before the Completion Date.
Section 4.3. Project Costs. The City hereby agrees to pay for, but solely from the Project
Fund (or from funds deemed to be deposited into the Project Fund upon JCMG Investment’s delivery of a
requisition certificate as permitted by Section 208(e) of the Indenture), and hereby authorizes and directs
the Trustee to pay for, but solely from the Project Fund (or from funds deemed to be deposited into the
Project Fund upon JCMG Investment’s delivery of a requisition certificate as permitted by Section 208(e)
of the Indenture), all Project Costs upon receipt by the Trustee of requisition certificates pursuant to
Section 4.4 hereof. JCMG Investment may not submit any requisition certificates for Project Costs
incurred after the Completion Date. JCMG Investment must submit all requisition certificates for Project
Costs incurred before the Completion Date within three months of the Completion Date. The maximum
amount of Project Costs for which requisition certificates may be submitted is $15,700,000.
Section 4.4. Payment for Project Costs.
(a) The City hereby authorizes and directs the Trustee to make disbursements from the
Project Fund and endorse the Bonds, if the Trustee is holding the Bonds, upon receipt by the Trustee of
certificates in substantially the form attached as Exhibit B, signed by an Authorized JCMG Investment
Representative and approved by an Authorized City Representative. The City acknowledges that the
information contained in each certificate will be provided by either JCMG Investment or JCMG PC. The
information in each certificate shall be accurate in all material respects to the best of JCMG Investment’s
knowledge when given, and JCMG Investment will notify the City if JCMG Investment (or JCMG PC)
becomes aware of any material inaccuracies in a certificate after the date on which it is given ; provided
that JCMG Investment shall have no obligation to make any independent inspection or investigation as to
the accuracy of any such certificate.
(b) The Trustee may rely conclusively on any such certificate and shall not be required to
make any independent inspection or investigation in connection therewith. The approval of any
requisition certificate by an Authorized JCMG Investment Representative and an Authorized City
Representative shall constitute, unto the Trustee, an irrevocable determination that all conditions
precedent to the payments requested have been completed.
Section 4.5. Establishment of Completion Date. The Completion Date of shall be
evidenced to the City and the Trustee by a certificate signed by an Authorized JCMG Investment
Representative or the Authorized JCMG PC Representative stating (a) that the construction of the Project
improvements have been substantially completed in accordance with the Plans and Specifications, (b) the
date of substantial completion thereof, and (c) that all costs and expenses of the construction of the
Project Improvements have been paid except costs and expenses the payment of which is not yet due or is
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being contested in good faith by JCMG Investment and/or JCMG PC. Notwithstanding the foregoing,
such certificate shall be deemed given on December 31, 2022 if not actually filed with the City by
December 31, 2022. JCMG Investment and the City agree to cooperate in causing such certificate to be
furnished to the Trustee.
Section 4.6. Surplus in Project Fund. Upon receipt of the certificate described in
Section 4.5, the Trustee shall, as provided in Section 504 of the Indenture, transfer any remaining moneys
then in the Project Fund to the Bond Fund to be applied as directed by JCMG Investment solely to (a) the
payment of principal and premium, if any, of the Bonds through the payment (including regularly
scheduled principal payments, if any) or redemption thereof at the earliest date permis sible under the
terms of the Indenture, or (b) at the option of JCMG Investment, to the purchase of Bonds at such earlier
date or dates as JCMG Investment may elect. Any amount so deposited in the Bond Fund may be
invested as permitted by Section 702 of the Indenture.
Section 4.7. Project Site and Project Improvement Property of the City. The Project Site
and the Project Improvements located thereon at the execution hereof, all work and materials on the Real
Property as such work progresses and all additions or enlargements thereto or thereof, the Real Property
as fully improved, anything under this Lease which becomes, is deemed to be, or constitutes a part of the
Real Property, and the Real Property as repaired, rebuilt, rearranged, restored or replaced by JCMG
Investment and/or JCMG PC under the provisions of this Lease, except as otherwise specifically provided
herein, shall immediately when erected or installed become the absolute property of the City, subject only
to this Lease, the Sublease, the Indenture, Permitted Encumbrances and any Financing Document.
Section 4.8. Non-Project Improvements, Machinery and Equipment Property of JCMG
Investment. Any improvements or items of machinery or equipment located on the Project Site which do
not constitute part of the Project Improvements and the entire purchase price of which is paid for by
JCMG Investment or JCMG PC with JCMG Investment’s or JCMG PC’s own funds, and no part of the
purchase price of which is paid for from funds deposited pursuant to the terms of this Lease in the Project
Fund, shall be the property of JCMG Investment or JCMG PC and shall not constitute a part of the Real
Property for purposes of Section 6.4 hereof and therefore, shall be subject to taxation, to the extent
otherwise provided by law.
Section 4.9. Construction Contracts. JCMG Investment or JCMG PC may enter into one or
more construction contracts to complete the Project Improvements. All construction contracts entered
into by or on behalf of JCMG Investment shall state that the contractor has no recourse against the City or
the Trustee in connection with the contractor’s work on the Project Improvements.
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent. JCMG Investment covenants and agrees to pay or cause to be paid
to the Trustee in same day funds for the account of the City during the Lease Term, on or before 11:00
a.m., Trustee’s local time, on each Payment Date, as Basic Rent for the Real Property, an amount which,
when added to any collected funds then on deposit in the Bond Fund and available for the payment of
principal of the Bonds and the interest thereon on such Payment Date, shall be equal to the amount
payable on such Payment Date as principal of the Bonds and the interest thereon as provided in the
Indenture. Except as offset pursuant to the right of JCMG Investment set forth below, all payments of
Basic Rent provided for in this Section shall be paid directly to the Trustee and shall be deposited in
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accordance with the provisions of the Indenture into the Bond Fund and shall be used and applied by the
Trustee in the manner and for the purposes set forth in this Lease and the Indenture. In furtherance of the
foregoing, and notwithstanding any other provision in this Lease, the Indenture, the Bond Purchase
Agreement or the Performance Agreement to the contrary, and provided that JCMG Investment is the sole
holder of the Bonds, JCMG Investment may set-off the then-current Basic Rent payment against the
City’s obligation to JCMG Investment as bondholder under the Indenture in lieu of delivery of the Basic
Rent on any Payment Date, without providing notice of such set-off to the Trustee. The Trustee may
conclusively rely on the absence of any notice from JCMG Investment to the contrary as evidence that
such set-off has occurred and that pursuant to the set-off, the City is deemed to have paid its obligation to
JCMG Investment as bondholder to pay principal of and interest on the Bonds under the Indenture. On
the final Payment Date, JCMG Investment will (a) if the Trustee holds the Bonds, notify the Trustee of
the Bonds not previously paid that are to be canceled or (b) if an entity other than the Trustee holds the
Bonds, deliver or cause to be delivered to the Trustee for cancellation Bonds not previously paid. JCMG
Investment shall receive a credit against the Basic Rent payable by JCMG Investment in an amount equal
to the principal amount of the Bonds so tendered for cancellation plus accrued interest thereon.
Section 5.2. Additional Rent. JCMG Investment shall pay or cause to be paid as Additional
Rent, within 30 days after receiving an itemized invoice therefor, the following amounts:
(a) all fees, charges and expenses, including agent and attorneys’ fees and expenses,
of the City, the Trustee and the Paying Agent incurred under or arising from this Lease, the
Indenture or the Performance Agreement, including but not limited to claims by contractors or
subcontractors, as and when the same becomes due;
(b) all costs incident to the issuance of the Bonds (which are to be paid on the
Closing Date) and the payment of the principal of and interest on the Bonds as the same becomes
due and payable, including all costs and expenses in connection with the call, redemption and
payment of all Outstanding Bonds;
(c) all fees, charges and expenses incurred in connection with the enforcement of
any rights under this Lease, the Indenture or the Performance Agreement by the City, the Trustee
or the Owners, including attorneys’ fees and expenses; and
(d) all other payments of whatever nature that JCMG Investment has agreed in
writing to pay or assume under the provisions of this Lease, the Indenture or the Performance
Agreement.
Section 5.3. Obligations of JCMG Investment Absolute and Unconditional.
(a) The obligations of JCMG Investment under this Lease to make payments of Basic Rent
and Additional Rent on or before the date the same becomes due, and to perform all of its other
obligations, covenants and agreements hereunder shall be absolute and unconditional, without notice or
demand, and without abatement, deduction, set-off (except as provided in Section 5.1), counterclaim,
recoupment or defense or any right of termination or cancellation arising from any circumstance
whatsoever, whether now existing or hereafter arising, and irrespective of whether the Real Property has
been purchased or improved, or whether the City’s title thereto or to any part thereof is defective or
nonexistent, and notwithstanding any damage to, loss, theft or destruction of, the Real Property or any
part thereof, any failure of consideration or frustration of commercial purpose, the taking by eminent
domain of title to or of the right of temporary use of all or any part of the Real Property, legal curtailment
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of JCMG Investment’s use thereof, the eviction or constructive eviction of JCMG Investment, any change
in the tax or other laws of the United States of America, the State of Missouri or any political subdivision
thereof, any change in the City’s legal organization or status, or any default of the City hereunder, and
regardless of the invalidity of any action of the City; provided, however, that nothing in this Section is
intended or shall be deemed to affect or impair in any way the rights of JCMG Investment to tender
Bonds for redemption in satisfaction of Basic Rent as provided in Section 5.1 and Section 5.4, nor the
right of JCMG Investment to terminate this Lease and purchase the Real Property as provided in Article
XI.
(b) Nothing in this Lease shall be construed to release the City from the performance of any
agreement on its part herein contained or as a waiver by JCMG Investment of any rights or claims JCMG
Investment may have against the City under this Lease or otherwise, but any recovery upon such rights
and claims shall be had from the City separately, it being the intent of this Lease that JCMG Investment
shall be unconditionally and absolutely obligated to perform fully all of its obligations, agreements and
covenants under this Lease (including the obligation to pay Basic Rent and Additional Rent) for the
benefit of the Owners and the City. JCMG Investment may, however, at its own cost and expense and in
its own name or in the name of the City, prosecute or defend any action or proceeding or take any other
action involving third Persons which JCMG Investment deems reasonably necessary in order to secure or
protect its right of possession, occupancy and use hereunder, and in such event the City hereby agrees, at
JCMG Investment’s expense, to cooperate fully with JCMG Investment and to take all action necessary to
effect the substitution of JCMG Investment for the City in any such action or proceeding if JCMG
Investment shall so request.
Section 5.4. Prepayment of Basic Rent.
(a) JCMG Investment may at any time and from time to time prepay all or any part of the
Basic Rent provided for hereunder (subject to the limitations of Section 301(a) of the Indenture relating
to the partial redemption of the Bonds). During such times as the amount held by the Trustee in the Bond
Fund shall be sufficient to pay, at the time required, the principal of and interest on all the Bonds then
remaining unpaid, JCMG Investment shall not be obligated to make payments of Basic Rent under the
provisions of this Lease.
(b) At its option, JCMG Investment may deliver to the Trustee for cancellation Bonds owned
by JCMG Investment and not previously paid, and JCMG Investment shall receive a credit against
amounts payable by JCMG Investment for the redemption of Bonds in an amount equal to the principal
amount of the Bonds so tendered for cancellation, plus accrued interest thereon.
ARTICLE VI
MAINTENANCE, TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs. Throughout the Lease Term JCMG Investment
shall, at its own expense, keep, or cause JCMG PC to keep, the Real Property in reasonably safe operating
condition and keep, or cause JCMG PC to keep, the Real Property in good repair, reasonable wear, tear,
depreciation and obsolescence excepted, making from time to time all repairs thereto and renewals and
replacements thereof it determines to be necessary.
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Section 6.2. Taxes, Assessments and Other Governmental Charges.
(a) Subject to subsection (b) of this Section, JCMG Investment shall promptly pay and
discharge, or cause to be paid and discharged, as the same becomes due, all taxes and assessments,
general and special, and other governmental charges of any kind whatsoever that may be lawfully taxed,
charged, levied, assessed or imposed upon or against or be payable for or in respect of the Real Property,
or any part thereof or interest therein (including the leasehold estate of JCMG Investment therein) or any
buildings, improvements, machinery and equipment at any time installed thereon by JCMG Investment on
behalf of the City, or the income therefrom, including any new taxes and assessments not of the kind
enumerated above to the extent that the same are lawfully made, levied or assessed in lieu of or in
addition to taxes or assessments now customarily levied against real property, and further including all
utility charges, assessments and other general governmental charges and impositions whatsoever,
foreseen or unforeseen, which if not paid when due would impair the security of the Bonds or encumber
the City’s title to the Real Property; provided that with respect to any special assessments or other
governmental charges that are lawfully levied and assessed which may be paid in installments, JCMG
Investment shall be obligated to pay only such installments thereof as become due and payable during the
Lease Term.
(b) JCMG Investment, or JCMG PC, may, in its own name or in the City’s name, contest the
validity or amount of any tax, assessment or other governmental charge which JCMG Investment is
required to bear, pay and discharge pursuant to the terms of this Article by appropriate legal proceedings
instituted at least 10 days before the tax, assessment or other governmental charge complained of
becomes delinquent if and provided (1) JCMG Investment, or JCMG PC, before instituting any such
contest, gives the City written notice of its intention to do so, (2) JCMG Investment, or JCMG PC,
diligently prosecutes any such contest, at all times effectively stays or prevents any official or judicial sale
therefor, under execution or otherwise, and (3) JCMG Investment or JCMG PC promptly pays any final
judgment enforcing the tax, assessment or other governmental charge so contested and thereafter
promptly procures record release or satisfaction thereof. The City agrees to cooperate fully with JCMG
Investment and/or JCMG PC in connection with any and all administrative or judicial proceedings related
to any tax, assessment or other governmental charge. JCMG Investment shall save and hold harmless the
City from any costs and expenses the City may incur related to any of the above.
(c) Nothing in this Lease shall be construed to require JCMG Investment to make duplicate
tax payments. JCMG Investment shall receive a credit against the PILOT Payments to be made by JCMG
Investment under the Performance Agreement to the extent of any ad valorem taxes imposed with respect
to the Real Property paid pursuant to this Section, except as otherwise provided in the Performance
Agreement.
Section 6.3. Utilities. All utilities and utility services used by JCMG Investment or JCMG
PC in, on or about the Project Site shall be paid by JCMG Investment or JCMG PC, as applicable, and
shall be contracted by JCMG Investment in JCMG Investment’s own name, or JCMG PC in JCMG PC’s
own name, as applicable, and JCMG Investment shall, at its sole cost and expense, or shall cause JCMG
PC at its sole cost and expense to, procure any and all permits, licenses or authorizations necessary in
connection therewith.
Section 6.4. Property Tax Exemption. The City and JCMG Investment expect that while the
Real Property is owned by the City and is subject to this Lease, the Real Property will be exempt from all
ad valorem property taxes by reason of such ownership, and the City agrees that it will (at the expense of
JCMG Investment) cooperate with JCMG Investment to defend such exemption against all parties. The
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City and JCMG Investment further acknowledge and agree that the City’s obligations hereunder are
contingent upon JCMG Investment making the payments and otherwise complying with the terms of the
Performance Agreement relating to the Real Property during the term of this Lease. The terms and
conditions of the Performance Agreement relating to the Real Property are incorporated herein as if fully
set forth herein.
ARTICLE VII
INSURANCE
Section 7.1. Title Commitment or Report. Before conveying title to the Real Property to
the City, JCMG Investment will purchase, or will cause JCMG PC to purchase, from a title insurance
company reasonably acceptable to the City, a commitment for title insurance or provide such other report
in a form reasonably acceptable to the City showing the ownership of and encumbrances on the Real
Property. A copy of such policy or report shall be provided to the City.
Section 7.2. Casualty Insurance.
(a) JCMG Investment shall at its sole cost and expense, or shall cause JCMG PC at its sole
cost and expense to, obtain and maintain throughout the Lease Term a policy or policies of insurance to
keep the Real Property constantly insured against loss or damage by fire, lightning and all other risks
covered by the extended coverage insurance endorsement then in use in the State of Missouri in an
amount equal to the Full Insurable Value thereof (subject to reasonable loss deductible provisions). The
insurance required pursuant to this Section shall be maintained with a generally recognized responsible
insurance company or companies authorized to do business in the State of Missouri or generally
recognized international insurers or reinsurers with an A.M. Best rating of not less than “B+” or the
equivalent thereof as may be selected by JCMG Investment. JCMG Investment shall deliver certificates
of insurance for such policies to the City and the Trustee on the date of execution of this Lease and
promptly after renewal of each insurance policy. All such policies of insurance pursuant to this Section,
and all renewals thereof, shall name JCMG Investment, the City and the Trustee as insureds, as their
respective interests may appear, shall name the Trustee as loss payee and, to the extent such agreement is
reasonably commercially available from the insurer, shall contain an agreement by the insurer that,
notwithstanding any right of cancellation reserved to such insurer, such policy or contract shall continue
in force for at least 10 days after written notice of cancellation to the City, JCMG Investment, the Trustee
and each other insured or loss payee named therein. The Trustee’s sole duty with respect to JCMG
Investment’s compliance with the insurance requirements hereunder shall be to receive certificates of
insurance pursuant to this Section and to hold the same solely as repository for the benefit of the Owners.
The Trustee makes no representation as to, and shall have no responsibility for, the sufficiency or
adequacy of the insurance.
(b) In the event of loss or damage to the Real Property, the Net Proceeds of casualty
insurance carried pursuant to this Section shall be, subject to the rights of any Financing Party under any
Financing Document, and unless otherwise provided by law, (1) paid over to the Trustee and applied as
provided in Article IX, or (2) applied as directed in writing by, or on behalf of, the Owners of 100% in
principal amount of the Bonds Outstanding.
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Section 7.3. Public Liability Insurance.
(a) JCMG Investment shall at its sole cost and expense maintain or cause to be maintained,
or shall cause JCMG PC at its sole cost and expense to maintain or cause to be maintained, at all times
during the Lease Term commercial general liability insurance (including but not limited to coverage for
operations, contingent liability, operations of subcontractors, completed operations and contractual
liability), under which the City and the Trustee shall be named as additional insureds, properly protecting
and indemnifying the City and the Trustee, in an amount not less than the limits of liability set by Section
537.610 of the Revised Statutes of Missouri (subject to reasonable loss deductible clauses not to exceed
the amounts normally or generally carried by JCMG Investment or JCMG PC). The policies of said
insurance shall, to the extent such agreement is reasonably commercially available from the insurer,
contain an agreement by the insurer that, notwithstanding any right of cancellation reserved to such
insurer, such policy or contract shall continue in force for at least 10 days after written notice of
cancellation to JCMG Investment, the City, the Trustee and each other insured or loss payee named
therein. Certificates of such policies shall be furnished to the City and the Trustee on the date of
execution of this Lease and promptly after renewal of each insurance policy. The Trustee’s sole duty with
respect to JCMG Investment’s compliance with the insurance requirements hereunder shall be to receive
certificates of insurance pursuant to this Section and to hold the same solely as repository for the benefit
of the Owners. The Trustee makes no representation as to, and shall have no responsibility for , the
sufficiency or adequacy of the insurance.
(b) In the event of a general liability occurrence, the Net Proceeds of liability insurance
carried pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liability
with respect to which such proceeds have been paid.
Section 7.4. Blanket Insurance Policies. JCMG Investment may satisfy any of the insurance
requirements set forth in this Article by using blanket policies of insurance, provided each and all of the
requirements and specifications of this Article respecting insurance are complied with.
Section 7.5. Worker’s Compensation. JCMG Investment agrees throughout the Lease Term
to maintain or cause to be maintained the worker’s compensation coverage required by the laws of the
State of Missouri.
Section 7.6. Sovereign Immunity. Notwithstanding anything to the contrary contained
herein, nothing in this Lease shall be construed to broaden the liability of the City beyond the provisions
of Sections 537.600 to 537.610 of the Revised Statutes of Missouri or abolish or waive any defense at law
that might otherwise be available to the City or its officers, agents and employees.
ARTICLE VIII
ALTERATION OF THE REAL PROPERTY
Section 8.1. Additions, Modifications and Improvements to the Real Property.
(a) JCMG Investment may make, or cause or allow JCMG PC to make, such additions,
modifications and improvements to any part of the Real Property as JCMG Investment (or JCMG PC)
from time to time may deem necessary or desirable for its business purposes. All additions, modifications
and improvements made by JCMG Investment or JCMG PC pursuant to this Section shall (1) be made in
a good and workmanlike manner and in strict compliance with all laws, orders and ordinances applicable
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thereto and (2) when commenced, be prosecuted to completion with due diligence. Any such additions,
modifications and improvements shall be subject to ad valorem taxes, or if for any reason the City
determines that such additions, modifications and improvements are not subject to ad valorem taxes,
JCMG Investment shall make or cause to be made payments in lieu of taxes in an amount equal to the
taxes that would otherwise be due on such additions, modifications and improvements, unless otherwise
agreed to by the City.
(b) Following the Completion Date, JCMG Investment shall notify, or cause JCMG PC to
notify, the City in writing of any improvements to the Real Property that in the aggregate are reasonably
expected to exceed $1,000,000 during any calendar year. If such improvements constitute personal
property, such improvements shall remain the property of JCMG Investment or JCMG PC, as applicable,
shall not become part of the Real Property and shall be subject to ad valorem taxes.
Section 8.2. Additional Improvements on the Project Site. Subject to Section 8.1, JCMG
Investment may, at no expense to the City, construct on portions of the Project Site not theretofore
occupied by buildings or improvements such additional buildings and improvements as JCMG
Investment from time to time may deem necessary or desirable for its business purposes. Al l additional
buildings and improvements constructed on the Project Site, and not paid for with Bond proceeds,
pursuant to the authority of this Section shall not be included in the Real Property and, during the life of
this Lease, shall remain the property of JCMG Investment and JCMG Investment may, as between JCMG
Investment and the City but without affecting any rights of JCMG PC under the Sublease, add to, alter or
raze and remove the same at any time. All additional buildings and improvements shall (a) be made in a
good and workmanlike manner and in strict compliance with all laws, orders and ordinances applicable
thereto and (b) when commenced, be prosecuted to completion with due diligence. JCMG Investment
covenants and agrees (1) to make or cause to be made any repairs and restorations required to be made to
the Real Property because of the construction of, addition to, alteration or removal of said additional
buildings or improvements, and (2) to promptly and with due diligence either raze and remove or repair,
replace or restore, or cause to be razed and removed or repaired, replaced or restored, any of said
additional buildings and improvements as may from time to time be damaged by fire or other casualty.
JCMG Investment shall pay or cause to be paid all ad valorem taxes and assessments payable with respect
to such additional buildings and improvements which remain the property of JCMG Investment. If for
any reason the City determines that such additional buildings and improvements are not subject to ad
valorem taxes, JCMG Investment shall make or cause to be made payments in lieu of taxes in an amount
equal to the taxes that would otherwise be due on such additional buildings and improvements, unless
otherwise agreed to by the City.
Section 8.3. Permits and Authorizations. JCMG Investment shall not do or permit others
under its control to do any work on the Real Property related to any repair, rebuilding, restoration,
replacement, modification or addition to the Real Property, or any part thereof, unless all requisite
municipal and other governmental permits and authorizations shall have been first procured. The City
agrees to act promptly on all requests for such municipal permits and authorizations. The City shall
cooperate with JCMG Investment and/or JCMG Investment to obtain, amend or maintain any existing or
future municipal or other governmental permit or authorization for the Real Property which requires the
City’s signature, certification or consent as the owner of any part of the Real Property, including
executing any required applications, certifications or reports. All such work shall be done in a good and
workmanlike manner and in strict compliance with all applicable material building and zoning laws and
governmental regulations and requirements, and in accordance with the requirements, rules and
regulations of all insurers under the policies required to be carried under the provisions of Article VII.
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Section 8.4. Mechanics’ Liens.
(a) JCMG Investment will not directly or indirectly create, incur, assume or suffer to exist
any lien on or with respect to the Real Property, except Permitted Encumbrances, and JCMG Investment
shall promptly notify the City of the imposition of any such lien of which JCMG Investment is aware and
shall promptly, at no expense to the City, take such action or cause such action to be taken as may be
necessary to fully discharge or release any such lien. Whenever and as often as any mechanics’ or other
similar lien is filed against the Real Property, or any part thereof, purporting to be for or on account of
any labor done or materials or services furnished in connection with any work relating to the Real
Property, JCMG Investment shall discharge or cause to be discharged the same of record. Notice is
hereby given that the City shall not be liable for any labor, services or materials furnished to JCMG
Investment or anyone claiming by, through or under JCMG Investment upon credit, and that no
mechanics’ or other similar lien for any such labor, services or materials shall attach to or affect the
reversionary or other estate of the City in and to the Real Property or any part thereof.
(b) Notwithstanding paragraph (a) above, and subject to the terms of any Financing
Document executed by JCMG Investment in favor and for the benefit of any Financing Party, JCMG
Investment may contest or cause to be contested any such mechanics’ or other similar lien if JCMG
Investment (1) within 60 days after JCMG Investment becomes aware of any such lien notifies the City
and the Trustee in writing of its intention so to do, (2) diligently prosecutes such contest, (3) at all times
effectively stays or prevents any official or judicial sale of the Real Property, or any part thereof or
interest therein, under execution or otherwise, (4) promptly pays or otherwise satisfies any final judgment
adjudging or enforcing such contested lien claim and (5) thereafter promptly procures record release or
satisfaction thereof. JCMG Investment may permit the lien so contested to remain unpaid during the
period of such contest and any appeal therefrom unless JCMG Investment is notified by the City that, in
the opinion of counsel, by nonpayment of any such items, the interest of the City in the Real Property will
be subject to loss or forfeiture. In that event, JCMG Investment shall promptly, at no expense to the City,
take such action or cause such action to be taken as may be reasonably necessary to duly discharge or
remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time.
JCMG Investment shall defend, save and hold harmless the City from any loss, costs or expenses the City
may incur related to any such contest. JCMG Investment shall reimburse the City for any expense
incurred by it in connection with the imposition of any such lien or the discharge or removal of any such
mortgage, pledge, lien, charge, encumbrance or claim. The City shall cooperate fully with JCMG
Investment and JCMG PC in any such contest.
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction.
(a) If the Real Property is damaged or destroyed by fire or any other casualty, whether or not
covered by insurance, JCMG Investment, as promptly as practicable, shall either (1) make the
determination described in subsection (f) below, or (2) repair, restore, replace or rebuild the same so that
upon completion of such repairs, restoration, replacement or rebuilding the Real Property is of a value not
less than the value thereof immediately before the occurrence of such damage or destruction, or (3) at
JCMG Investment’s option, construct upon the Project Site new buildings and improvements, together
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with all new fixtures which are either to be attached to or are to be used in connection with the operation
or maintenance thereof, provided that (A) the value of the Real Property shall not be less than the value
thereof immediately before the occurrence of such damage or destruction and (B) the nature of such new
buildings, improvements, and fixtures will not impair the character of the Real Property as an enterprise
permitted by the Act.
If JCMG Investment elects to construct any new buildings and improvements, for all purposes of
this Lease, any reference to the words “Real Property” shall be deemed to also include any such new
buildings and improvements and all additions thereto and all replacements and alterations thereof.
Unless JCMG Investment makes the determination described in subsection (f) below, the Net
Proceeds of casualty insurance required by Article VII received with respect to such damage or loss to
the Real Property shall be used to pay the cost of repairing, restoring, replacing or rebuilding the Real
Property or any part thereof. Insurance monies in an amount less than $1,000,000 may be paid to or
retained by JCMG Investment to be held in trust and used as provided herein. Insurance monies in any
amount of $1,000,000 or more shall be (i) paid to the Trustee and deposited in the Project Fund and
disbursed as provided in Section 4.4 to pay the cost of repairing, restoring, replacing or rebuilding the
Real Property or any part thereof, or (ii) applied as directed in writing by, or on behalf of, the Owners of
100% in principal amount of the Bonds Outstanding, subject to the rights of any Financing Party. If
JCMG Investment makes the determination described in subsection (f) below, the Net Proceeds shall be
deposited with the Trustee and used to redeem Bonds as provided in subsection (f).
(b) If any of the insurance monies paid by the insurance company as hereinabove provided
remain after the completion of such repairs, restoration, replacement or rebuilding, and this Lease has not
been terminated, the excess shall be deposited in the Bond Fund, subject to the rights of any Financing
Party, except as otherwise provided by law. Completion of such repairs, restoration, replacement or
rebuilding shall be evidenced by a certificate of completion delivered by JCMG Investment to the City in
accordance with the provisions of Section 4.5. If the Net Proceeds are insufficient to pay the entire cost
of such repairs, restoration, replacement or rebuilding, JCMG Investment shall pay or cause to be paid the
deficiency.
(c) Except as otherwise provided in this Lease, in the event of any such damage by fire or
any other casualty, the provisions of this Lease shall be unaffected and JCMG Investment shall remain
and continue to be liable for the payment of all Basic Rent and Additional Rent and all other charges
required hereunder to be paid by JCMG Investment, as though no damage by fire or any other casualty
has occurred.
(d) The City and JCMG Investment agree that they will cooperate with each other, to such
extent as such other party may reasonably require, in connection with the prosecution or defense of any
action or proceeding arising out of, or for the collection of any insurance monies that may be due in the
event of, any loss or damage, and that they will execute and deliver to such other parties such instruments
as may be required to facilitate the recovery of any insurance monies.
(e) JCMG Investment agrees to give prompt written notice to the City, any Financing Party
and the Trustee with respect to all fires and other casualties occurring in, on, at or about the Project Site
causing (in JCMG Investment’s opinion) damage of more than $1,000,000.
(f) If JCMG Investment determines that repairing, restoring, replacing or rebuilding the Real
Property is not practicable or desirable, or if JCMG Investment does not have the right under any
Financing Document to use any Net Proceeds for repair or restoration of the Real Property, any Net
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Proceeds of casualty insurance required by Article VII received with respect to such damage or loss
shall, after payment of all Additional Rent then due and payable, be paid into the Bond Fund and used to
redeem Bonds on the earliest practicable redemption date or to pay the principal of any Bonds as the same
becomes due, all subject to the rights of any Financing Party under the Financing Documents (if any).
JCMG Investment agrees to be reasonable in exercising its judgment pursuant to this subsection (f).
Alternatively, if JCMG Investment is the sole owner of the Bonds and it has determined that repairing,
restoring, replacing or rebuilding the Real Property is not practicable or desirable, it may tender Bonds to
the Trustee for cancellation in a principal amount equal to the Net Proceeds of the casualty insurance and
retain such proceeds for its own account.
(g) JCMG Investment shall not, by reason of its inability to use all or any part of the Real
Property during any period in which the Real Property is damaged or destroyed or is being repaired,
restored, replaced or rebuilt, nor by reason of the payment of the costs of such repairing, restoring,
replacing or rebuilding, be entitled to any reimbursement from the City, the Trustee or the Owners or to
any abatement or diminution of the rentals payable by JCMG Investment under this Lease or of any other
obligations of JCMG Investment under this Lease except as expressly provided in this Section.
(h) The rights of the City and the Trustee in and to any Net Proceeds are and will at all times
be subject to the rights of any Financing Party.
(i) Nothing herein shall be deemed to authorize JCMG Investment to allow an unsafe,
dangerous, unhealthy or injurious condition to exist on the Project Site or any portion thereof, in violation
of any applicable laws, codes and ordinances due to a fire or other casualty.
Section 9.2. Condemnation.
(a) If during the Lease Term, title to, or the temporary use of, all or any part of the Real
Property is condemned by or sold under threat of condemnation to any authority possessing the power of
eminent domain, to such extent that the claim or loss resulting from such condemnation is greater than
$1,000,000, JCMG Investment shall, within 90 days after the date of entry of a final order in any eminent
domain proceedings granting condemnation or the date of sale under threat of condemnation, notify the
City, the Trustee, JCMG PC and any Financing Party under any Financing Document (if any) in writing
as to the nature and extent of such condemnation or loss of title and whether it is practicable and desirable
to acquire or construct substitute improvements.
(b) If JCMG Investment determines that such substitution is practicable and desirable, JCMG
Investment shall proceed promptly with and complete with reasonable dispatch the acquisition or
construction of such substitute improvements, including the acquisition or construction of other
improvements suitable for JCMG Investment’s or JCMG PC’s operations at the Project Site , so as to
place the Real Property in substantially the same condition as existed before the exercise of the power of
eminent domain (which improvements will be deemed a part of the Real Property and available for use
and occupancy by JCMG Investment or JCMG PC without the payment of any rent other than herein
provided, to the same extent as if such improvements were specifically described herein and demised
hereby); provided, that such equipment will be acquired by the City subject to no liens, security interests
or encumbrances before the lien and/or security interest afforded by the Indenture and this Lease other
than Permitted Encumbrances. In such case, any Net Proceeds received from any award or awards with
respect to the Real Property or any part thereof made in such condemnation or eminent domain
proceedings, or of the sale proceeds, shall be applied in the same manner as provided in Section 9.1 (with
respect to the receipt of casualty insurance proceeds).
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(c) If JCMG Investment determines that it is not practicable or desirable to acquire or
construct substitute improvements, any Net Proceeds of condemnation awards received by JCMG
Investment shall, after payment of all Additional Rent then due and payable, be paid into the Bond Fund
and shall be used to redeem Bonds on the earliest practicable redemption date or to pay the principal of
any Bonds as the same becomes due and payable, all subject to the rights of any Financing Party under
the Financing Documents (if any) and JCMG PC under the Sublease.
(d) JCMG Investment shall not, by reason of its inability to use all or any part of the Real
Property during any such period of acquisition or restoration nor by reason of the payment of the costs of
such acquisition or restoration, be entitled to any reimbursement from the City, the Trustee or the Owners
or to any abatement or diminution of the rentals payable by JCMG Investment under this Lease or of any
other obligations hereunder except as expressly provided in this Section.
(e) The City shall cooperate fully with JCMG Investment in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Real Property or any part thereof,
and shall, to the extent it may lawfully do so, permit JCMG Investment to litigate in any such proceedings
in the name and on behalf of the City. In no event will the City voluntarily settle or consent to the
settlement of any prospective or pending condemnation proceedings with respect to the Real Property or
any part thereof without the prior written consent of JCMG Investment, JCMG PC or any Financing
Party.
Section 9.3. Bondowner Approval. Notwithstanding anything to the contrary contained in
this Article IX, the proceeds of any insurance received subsequent to a casualty or of any condemnation
proceedings (or threats thereof) may before the application thereof by the City or the Trustee be applied as
directed in writing by the Owners or pledgees of 100% of the principal amount of Bonds Outstanding,
subject and subordinate to (a) the rights of the City and the Trustee to be paid all their expenses (including
attorneys’ fees, trustee’s fees and any extraordinary expenses of the City and the Trustee) incurred in the
collection of such gross proceeds and (b) the rights of the City to any amounts then due and payable under
the Performance Agreement. For purposes of this paragraph, the Financing Parties, if any, shall be
deemed a pledgee of the Bonds.
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and
Indemnification. The City makes no warranty, either express or implied, as to the condition of the Real
Property or that it will be suitable for JCMG Investment’s purposes or needs. JCMG Investment releases
the City and the Trustee from, agrees that the City and the Trustee shall not be liable for and agrees to
hold the City and the Trustee harmless against, any loss or damage to property or any injury to or death of
any Person that may be occasioned by any cause whatsoever pertaining to the Real Property or JCMG
Investment’s use thereof, unless such loss is the result of the City’s or the Trustee’s (or their respective
employees, consultants and agents’) negligence or willful misconduct. This provision shall survive
termination of this Lease.
Section 10.2. Surrender of Possession. Upon accrual of the City’s right of re-entry to the
extent provided in Section 12.2(a)(2), JCMG Investment shall peacefully surrender possession of the
Real Property to the City in good condition and repair; provided, however, JCMG Investment may within
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90 days (or such later date as the City may agree to) after the termination of this Lease remove from the
Project Site any buildings, improvements, furniture, trade fixtures, machinery and equipment owned by
JCMG Investment or JCMG PC and not constituting part of the Real Property. All repairs to and
restorations of the Real Property required to be made because of such removal shall be made by and at the
sole cost and expense of JCMG Investment, and during said 90-day (or extended) period JCMG
Investment shall bear the sole responsibility for and bear the sole risk of loss for said buildings,
improvements, furniture, trade fixtures, machinery and equipment owned by JCMG Investment or JCMG
PC and not constituting part of the Real Property. All buildings, improvements, furniture, trade fixtures,
machinery and equipment owned by JCMG Investment or JCMG PC and which are not so removed from
the Project Site before the expiration of said period shall be the separate and absolute property of the City.
Notwithstanding the foregoing, if all obligations due and owing under the Indenture (or such obligations
have been canceled), this Lease and JCMG Investment’s obligations under the Performance Agreement
have been paid or otherwise met, the City shall convey the Real Property in accordance with Section 11.2.
Section 10.3. Right of Access to the Real Property. The City may conduct such periodic
inspections of the Real Property as may be generally provided in the City’s municipal code. In addition,
JCMG Investment agrees, subject to JCMG PC’s rights under the Sublease, that the City and the Trustee
and their duly authorized agents may, at reasonable times during normal business hours and, except in the
event of emergencies, upon not less than two Business Days’ prior notice, subject to JCMG Investment’s
and JCMG PC’s usual business, proprietary, safety, confidentiality and security requirements, enter upon
the Project Site (a) to examine and inspect the Real Property without interference or prejudice to JCMG
Investment’s and JCMG PC’s operations, (b) to monitor the improvement of the Real Property provided
for in Section 4.2 as may be reasonably necessary, (c) to examine all files, records, books and other
materials in JCMG Investment’s possession pertaining to the acquisition, improvement or maintenance of
the Real Property, or (d) upon either (1) the occurrence and continuance of an Event of Default or (2)
JCMG Investment’s failure to purchase the Real Property at the end of the Lease Term, to exhibit the Real
Property to prospective purchasers, lessees or trustees.
Section 10.4. Granting of Easements; Financing Arrangements.
(a) Subject to Sections 10.4(b) and (c), if no Event of Default under this Lease has happened
and is continuing, the City agrees that it will execute and deliver and will cause and direct the Trustee in
writing to execute and deliver any instrument necessary or appropriate to confirm and grant, release or
terminate any sublease, easement, license, right-of-way or other right or privilege, or any such agreement
or other arrangement, upon receipt by the City and the Trustee of: (1) a copy of the instrument of grant,
release or termination or of the agreement or other arrangement, (2) a written application signed by an
Authorized JCMG Investment Representative requesting such instrument, and (3) a certificate executed
by an Authorized JCMG Investment Representative stating that such grant, release or termination is not
detrimental to the proper conduct of the business of JCMG Investment, will not impair the effective use or
interfere with the efficient and economical operation of the Real Property, will not materially adversely
affect the security intended to be given by or under the Indenture and will be a Permitted Encumbrance,
and that JCMG Investment will defend, indemnify and save and hold harmless the City from and against
all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising from the
execution and delivery of any instrument, agreement or other arrangement pursuant to this Section. If no
Event of Default has happened and is continuing beyond any applicable grace period, any payments or
other consideration received by JCMG Investment for any such grant or with respect to or under any such
agreement or other arrangement shall be and remain the property of JCMG Investment; but, subject to
Sections 10.4(b) and (c), upon (A) termination of this Lease for any reason other than the redemption of
the Bonds and/or the purchase of the Real Property by JCMG Investment or (B) the occurrence and
continuance of an Event of Default by JCMG Investment, all rights then existing of JCMG Investment
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with respect to or under such grant, agreement or other arrangement shall inure to the benefit of and be
exercisable by the City and the Trustee.
(b) The City acknowledges and agrees that JCMG Investment may finance and refinance its
rights and interests in the Real Property, this Lease and the leasehold estate created hereby and, in
connection therewith, JCMG Investment may execute Financing Documents with one or more Financing
Parties. Notwithstanding anything contained to the contrary in this Lease, JCMG Investment may, at any
time and from time to time, with prior notice to but without the consent of the Ci ty, (1) execute one or
more Financing Documents upon the terms contained in this Section 10.4 and (2) sublease or assign this
Lease, the leasehold estate or any sublease and rights in connection therewith, and/or grant liens or
security interests therein, to any Financing Party. Any further sublease or assignment by any Financing
Party shall be subject to the provisions of Section 13.1.
(c) Upon notice by JCMG Investment to the City in writing that JCMG Investment has
executed one or more Financing Documents under which it has granted rights in this Lease to a Financing
Party, which includes the name and address of such Financing Party, then the following provisions shall
apply in respect of each such Financing Party and any Financing Party existing as of the date of the
execution and delivery hereof:
(1) there shall be no merger of this Lease or of the leasehold estate created hereby
with fee title to the Real Property, notwithstanding that this Lease or said leasehold estate and
said fee title shall be owned by the same Person or Persons, without the prior written consent of
each such Financing Party;
(2) the City shall serve upon each such Financing Party (at the address, if any,
provided to the City) a copy of each notice of the occurrence of an Event of Default and each
notice of termination given to JCMG Investment under this Lease, at the same time as such notice
is served upon JCMG Investment. No such notice to JCMG Investment shall be effective unless
a copy thereof is thus served upon each Financing Party;
(3) each such Financing Party shall have the same period of time which JCMG
Investment has, after the service of any required notice upon it, within which to remedy or cause
to be remedied any payment default under this Lease which is the basis of the notice plus 30 days,
and the City shall accept performance by any Financing Party as timely performance by JCMG
Investment;
(4) the City may exercise any of its rights or remedies with respect to any other
Event of Default by JCMG Investment, subject to the rights of the Financing Parties under this
Section 10.4(c) as to such other Events of Default;
(5) upon the occurrence and continuance of an Event of Default by JCMG
Investment under this Lease, other than a default in the payment of money, the City shall take no
action to effect a termination of this Lease by service of a notice or otherwise, without first giving
notice thereof to each such Financing Party and permitting each such Financing Party (or its
designee, nominee, assignee or transferee) a reasonable time within which to remedy such default
in the case of an Event of Default which is susceptible of being cured (provided that the period to
remedy such Event of Default shall continue beyond any period set forth in this Lease to effect
said cure so long as the Financing Party (or its designee, nominee, assignee or transferee) is
diligently prosecuting such cure); provided that the Financing Party (or its designee, nominee,
assignee or transferee) shall pay or cause to be paid to the City and the Trustee all expenses,
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including reasonable attorneys’ fees, court costs and disbursements incurred by the City or the
Trustee in connection with any such default;
(6) each such Financing Party (and its designees, nominees, assignees or transferees)
may enter the Project Site and possess and use the Real Property at such reasonable times and
manner as are necessary or desirable to effectuate the remedies and enforce its respective rights
under its respective Financing Documents;
(7) this Lease may not be modified, amended, canceled or surrendered by agreement
between the City and JCMG Investment, without prior written consent of each such Financing
Party; and
(8) upon the occurrence and continuance of an Event of Default, each such
Financing Party may, on behalf of JCMG Investment and without the consent of JCMG
In vestment, but only having first caused the redemption of the Bonds, exercise on behalf of
JCMG Investment the right to purchase the Real Property pursuant to Section 11.1, upon
compliance with the provisions of that Section. JCMG Investment agrees that the City will have
no liability for taking direction from any Financing Party in connection with a conveyance of the
Real Property back to JCMG Investment pursuant to Article XI.
(d) In connection with the execution of one or more Financing Documents and upon the
request of JCMG Investment, the City agrees to execute such documents as shall be reasonably requested
by a Financing Party and which are usual and customary in connection with the closing of the financing
or refinancing pursuant to the Financing Documents. JCMG Investment agrees to reimburse the City for
any and all costs and expenses incurred by the City pursuant to this Section, including reasonable
attorneys’ fees and expenses, in complying with such request.
(e) JCMG Investment’s obligations under any Financing Document relating to the Real
Property entered into after the date of execution of this Lease shall be subordinate to JCMG Investment’s
obligations under this Lease.
Section 10.5. Indemnification of City and Trustee. JCMG Investment shall defend,
indemnify and save and hold harmless the City and the Trustee and their governing body members,
officers, agents and employees from and against all claims, demands, costs, liabilities, damages or
expenses, including attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the
issuance of the Bonds and the execution of the Performance Agreement, this Lease (or any instrument
requested by JCMG Investment pursuant to Section 10.4) or the Indenture and from the conduct or
management of, or from any work or thing done on the Real Property during the Lease Term, and against
and from all claims, demands, costs, liabilities, damages or expenses, including attorneys’ fees, arising
during the Lease Term from (a) any condition of the Real Property, (b) any breach or default on the part of
JCMG Investment in the performance of any of its obligations under the Performance Agreement, this
Lease, or any related document, (c) any contract entered into in connection with the construction of the
Project Improvements (including mechanics’ liens), (d) any act of negligence of JCMG Investment or of
any of its agents, contractors, servants, employees or licensees, (e) unless JCMG Investment has been
released from liability pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of
JCMG Investment, or of any agents, contractors, servants, employees or licensees of any assignee or
sublessee of JCMG Investment, (f) obtaining any applicable state and local sales and use tax exemptions
for materials or goods that become part of the Real Property, and (g) any violation of Section 107.170 of
the Revised Statutes of Missouri; provided, however, the indemnification contained in this Section 10.5
shall not extend to the City or the Trustee to the extent that such claims, demands, costs, liabilities,
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damages or expenses, including attorneys’ fees, are the result of work being performed on the Real
Property by employees of the City, and shall not extend to the City or the Trustee, as applicable, to the
extent such claims, demands, costs, liabilities, damages or expenses, including attorneys ’ fees, are the
result of willful misconduct by the City or the Trustee, respectively. Upon obtaining actual knowledge of
the event giving rise to the indemnification contained in this Section 10.5, the City or the Trustee shall
provide prompt written notice of any such claim or demand to JCMG Investment; provided that failure to
give such notice shall not affect the rights of the City or the Trustee to receive such indemnity. JCMG
Investment shall defend them or either of them in any such action or proceeding; provided, the City shall
cooperate with JCMG Investment and provide reasonable assistance in such defense. All costs related to
the defense of the City or the Trustee shall be paid by JCMG Investment. This Section 10.5 shall survive
any termination of the Performance Agreement and this Lease or the satisfaction and discharge of the
Indenture.
Section 10.6. Depreciation and Other Tax Benefits. This Lease is intended to convey to
JCMG Investment all of the benefits and burdens of ownership and to cause JCMG Investment to be
treated as the owner of the Real Property for federal income tax purposes. The Trustee, JCMG
Investment and the City agree to treat this Lease in a manner consistent with suc h treatment. JCMG
Investment alone shall be entitled to all of the federal income tax attributes of ownership of the Real
Property, including without limitation the right to claim depreciation, amortization deductions, investment
tax credits or any other tax benefits. The City agrees that any depreciation, amortization deductions,
investment tax credits or any other tax benefits with respect to the Real Property or any part thereof shall
be made available to JCMG Investment, and the City will fully cooperate with JCMG Investment in any
effort by JCMG Investment to avail itself of any such depreciation, amortization deductions, investment
tax credits or other tax benefits.
Section 10.7. JCMG Investment to Maintain its Existence. JCMG Investment agrees that
until the Bonds are paid or payment is provided for in accordance with the terms of the Indenture, it will
maintain its existence, and will not dissolve or otherwise dispose of all or substantially all of its assets;
provided, however, that JCMG Investment may, without violating the agreement contained in this
Section, consolidate with or merge into another Person or permit one or more other Persons to consolidate
with or merge into it, or may sell or otherwise transfer to another Person all or substantially all of its
assets as an entirety and thereafter dissolve or convert into a different type of legal entity, if the surviving,
resulting or transferee Person (a) expressly assumes in writing all of the obligations of JCMG Investment
contained in this Lease and (1) has a long-term debt rating or is controlled by or under common control
with an entity with a long-term debt rating in any of the top three long-term debt rating categories of a
nationally-recognized rating service or (2) is controlled by, under common control with or controls JCMG
Investment, or (b) is otherwise approved by the City Council. This Section does not limit JCMG
Investment’s transfer rights under Section 13.1.
Section 10.8. Security Interests. The City and JCMG Investment hereby authorize the Trustee
to file all appropriate financing and continuation statements as may be required under the Uniform
Commercial Code in order to fully preserve and protect the security of the Owners and the rights of the
Trustee under the Indenture. Upon the written instructions of the Owners or pledgees of 100% of the
Bonds then-Outstanding, the Trustee shall file all continuation instruments the Owners deem necessary to
be filed and shall continue or cause to be continued such instruments for so long as the Bonds are
Outstanding. The City and JCMG Investment shall cooperate with the Trustee in this regard by providing
such information as the Trustee may require to file or renew such statements.
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Section 10.9. Environmental Matters, Warranties, Covenants and Indemnities Regarding
Environmental Matters.
(a) As used in this Section, the following terms have the following meanings:
“Environmental Laws” means any now-existing or hereafter enacted or promulgated federal,
state, local or other law, statute, ordinance, order, rule, regulation or court order pertaining to
(1) environmental protection, regulation, contamination or clean-up, (2) toxic waste, (3) underground
storage tanks, (4) asbestos or asbestos-containing materials, or (5) the handling, treatment, storage, use or
disposal of Hazardous Substances, including without limitation the Comprehensive Envir onmental
Response, Compensation and Liability Act and the Resource Conservation and Recovery Act, all as
amended from time to time.
“Hazardous Substances” means all (1) “hazardous substances” (as defined in 42 U.S.C.
§9601(14)), (2) “chemicals” subject to regulation under Title III of the Superfund Amendments and
Reauthorization Act of 1986, as amended from time to time , (3) natural gas liquids, liquefied natural gas
or synthetic gas, (4) any petroleum, petroleum-based products or crude oil, or (5) any other hazardous or
toxic substances, wastes or materials, pollutants, contaminants or any other substances or materials which
are included under or regulated by any Environmental Law.
(b) JCMG Investment warrants and represents to the City and the Trustee that, during the
term of this Lease, it will not introduce any conditions on the Real Property that violate any applicable
Environmental Laws.
(c) JCMG Investment will provide the City and the Trustee with copies of any notifications
of releases of Hazardous Substances or of any environmental hazards or potential hazards in violation of
Environmental Laws which are given by or on behalf of JCMG Investment to any federal, state or local or
other agencies or authorities or which are received by JCMG Investment from any federal, state or local
or other agencies or authorities with respect to the Real Property. Such copies shall be sent to the City
and the Trustee concurrently with their being mailed or delivered to the governmental agencies or
authorities or within 10 days after they are made or received by JCMG Investment. JCMG Investment
will provide to the City for review only, any environmental assessment s (“Assessments”) and reports
regarding the correction or remediation of material environmental issues required by Environmental Laws
to be addressed in the Assessments (“Reports”) concerning the Real Property; upon completion of the
City’s review of the Assessments and Reports, the City shall immediately return to JCMG Investment all
originals and copies of the Assessments and Reports.
(d) JCMG Investment will provide the City and the Trustee with copies of all emergency and
hazardous chemical inventory forms (hereinafter “Environmental Notices”) concerning Hazardous
Substances on the Real Property it sends to any federal, state or local governmental authority or agency as
required pursuant to the Emergency Planning and Community Right -to-Know Act of 1986, 42 U.S.C.A.
§11001 et seq., or any other applicable Environmental Laws. Such copies of Environmental Notices shall
be sent to the City and the Trustee concurrently with their being mailed to any such governmental
authority or agency.
(e) JCMG Investment will comply with and operate and at all times use, keep and maintain
the Real Property and every part thereof (whether or not such property constitutes a facility, as defined in
42 U.S.C. § 9601 et. seq.) in conformance with all applicable Environmental Laws. Without limiting the
generality of the foregoing, JCMG Investment will not use, generate, treat, store, dispose of or otherwise
introduce any Hazardous Substance into or on the Real Property or any part thereof nor cause, suffer,
allow or permit anyone else to do so except in compliance with all applicable Environmental Laws.
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(f) JCMG Investment agrees to defend, indemnify, protect and hold harmless the City and
the Trustee and their directors, officers, shareholders, officials or employees from and against any and all
claims, demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, arising
from (1) any release (as defined in 42 U.S.C. § 9601 (22)), actual or alleged, of any Hazardous
Substances, upon the Real Property or respecting any products or materials now or hereafter located upon
the Real Property, regardless of whether such release or alleged release has occurred before the date
hereof or hereafter occurs and regardless of whether such release or alleged release occurs as a result of
any act, omission, negligence or misconduct of JCMG Investment or any third party or otherwise, (2) (A)
any violation now existing or hereafter arising (actual or alleged) of, or any other liability under or in
connection with, any applicable Environmental Laws relating to or affecting the Real Property, or (B) any
violation now existing or hereafter arising of, or any other liability under or in connection with, any
applicable Environmental Laws relating to any products or materials previously, now or hereafter located
upon the Real Property, regardless of whether such violation or alleged violation or other liability is
asserted or has occurred or arisen before the date hereof or hereafter is asserted or occurs or arises and
regardless of whether such violation or alleged violation or other liability occurs or arises, as the result of
any act, omission, negligence or misconduct of JCMG Investment or any third party or otherwise, (3) any
assertion by any third party of any claims or demands for any loss or injury arising out of, relating to or in
connection with any Hazardous Substances on or allegedly on the Real Property, or (4) any material
breach, falsity or failure of any of the representations, warranties, covenants and agreements contained in
this Section. The City shall cooperate with JCMG Investment in the defense of any matters included
within the foregoing indemnity without any obligation to expend money. This Section 10.9(f) shall
survive any termination of this Lease.
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE REAL PROPERTY
Section 11.1. Option to Purchase the Real Property. JCMG Investment shall have, and is
hereby granted, the option to purchase all or any portion of the Real Property at any time, upon payment
in full or redemption of the Outstanding Bonds to be redeemed or provision for their payment or
redemption having been made pursuant to Article XIII of the Indenture. To exercise such option, JCMG
Investment shall (a) give written notice to the City and to the Trustee, and shall specify therein the date of
closing of such purchase, which date shall be not less than 15 nor more than 90 days from the date such
notice is mailed, (b) provide evidence of payment of all real property taxes with respect to the Real
Property, and (c) in case of a redemption of the Bonds in accordance with the provisions of the Indenture,
JCMG Investment shall make arrangements satisfactory to the Trustee for the giving of the required
notice of redemption. Notwithstanding the foregoing, if the City or the Trustee provides notice of its
intent to exercise its remedies hereunder upon an Event of Default (a “Remedies Notice”), JCMG
Investment shall be deemed to have exercised its purchase option under this Section on the 29th day
following the issuance of the Remedies Notice without any further action by JCMG Investment; provided
said Remedies Notice has not been rescinded by such date (such option to take place on the 29th day
following the issuance of the Remedies Notice). JCMG Investment may rescind such exercise by
providing written notice to the City and the Trustee on or before the 29th day and by taking such action as
may be required to cure the default that led to the giving of the Remedies Notice. The purchase price
payable by JCMG Investment in the event of its exercise of the option granted in this Section shall be the
sum of the following:
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(1) an amount of money which, when added to the amount then on deposit in the
Bond Fund, will be sufficient to redeem all or a portion of the then-Outstanding Bonds on the
earliest redemption date next succeeding the closing date, including, without limitation , principal
and interest to accrue to said redemption date and redemption expense, or JCMG Investment, as
sole Owner of the Bonds, can tender the Outstanding principal amount of the Bonds for
cancellation with instructions that such tender is in lieu of payment of the amount sufficient to
redeem the then-Outstanding Bonds as provided in Section 11.5; plus
(2) an amount of money equal to the Trustee’s and the Paying Agent’s agreed to and
reasonable fees, charges and expenses under the Indenture accrued and to accrue until such
redemption of the Bonds; plus
(3) an amount of money equal to the City’s reasonable charges and expenses
incurred in connection with JCMG Investment exercising its option to purchase all or a portion of
the Real Property; plus
(4) an amount of money equal to all payments due and payable pursuant to the
Performance Agreement through the end of the calendar year in which the date of purchase
occurs; plus
(5) the sum of $10.00.
Section 11.2. Conveyance of the Real Property. At the closing of the purchase of the Real
Property pursuant to this Article, the City will upon receipt of the purchase price deliver to JCMG
Investment the following:
(a) a release from the Trustee of the Real Property from the lien and/or security
interest of the Indenture and this Lease and appropriate termination of financing statements as
required under the Uniform Commercial Code; and
(b) documents, including without limitation a special warranty deed as to the Real
Property, conveying to JCMG Investment, or the direction of JCMG investment another Person,
legal title to the Real Property, as it then exists, in recordable form, subject to the following: (1)
those liens and encumbrances, if any, to which title to the Real Property was subject when
conveyed to the City; (2) those liens and encumbrances created by JCMG Investment or to the
creation or suffering of which JCMG Investment consented; (3) those liens and encumbrances
resulting from the failure of JCMG Investment to perform or observe any of the agreements on its
part contained in this Lease; (4) Permitted Encumbrances other than the Indenture and this Lease;
and (5) if the Real Property or any part thereof is being condemned, the rights and title of any
condemning authority.
Section 11.3. Relative Position of Option and Indenture. The option to purchase the Real
Property granted to JCMG Investment in this Article shall be and remain prior and superior to the
Indenture and may be exercised whether or not JCMG Investment is in default under this Lease, provided
that such option will not result in nonfulfillment of any condition to the exercise of any such option
(including the payment of all amounts specified in Section 11.1) and further provided that the option
herein granted shall terminate upon the termination of this Lease.
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Section 11.4. Obligation to Purchase the Real Property. JCMG Investment hereby agrees to
purchase, and the City hereby agrees to sell, the Real Property upon the occurrence of (a) the expiration of
the Lease Term following full payment of the Bonds or provision for payment thereof having been made
in accordance with the provisions of the Indenture, (b) payment of the sum of the items set forth in
Sections 11.1(1)-(5), (c) payment of all real property taxes due with respect to the Real Property, and (d)
the final payment obligation of JCMG Investment due and payable under the Performance Agreement.
The amount of the purchase price under this Section shall be an amount sufficient to redeem all of the
then-Outstanding Bonds, plus all payments due and payable by JCMG Investment pursuant to the
Performance Agreement through the end of the calendar year in which the date of purchase occurs, plus
accrued interest and the reasonable fees and expenses of the City and the Trustee.
Section 11.5. Right of Set-Off. At its option, to be exercised at least five days before the date
of closing of any purchase under this Article XI, JCMG Investment may deliver to the Trustee for
cancellation Bonds not previously paid, and JCMG Investment shall receive a credit against the purchase
price payable by JCMG Investment in an amount equal to 100% of the principal amount of the Bonds so
delivered for cancellation, plus the accrued interest thereon. JCMG Investment may set-off any payment
obligation under this Article XI by tendering a corresponding amount of the Bonds to the Trustee for
cancellation.
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default. If any one or more of the following events occurs and is
continuing, it is hereby defined as and declared to be and to constitute an “Event of Default” under this
Lease:
(a) default in the due and punctual payment of Basic Rent or Additional Rent within
10 days after written notice thereof from the City to JCMG Investment and any Financing Party;
or
(b) default in the due observance or performance of any other covenant, agreement,
obligation or provision of this Lease on JCMG Investment’s part to be observed or performed,
and such default continues for 60 days after the City or the Trustee has given JCMG Investment
and any Financing Party written notice specifying such default (or such longer period as is
reasonably required to cure such default, provided that (1) JCMG Investment or any Financing
Party, as applicable, has commenced such cure within said 60-day period, and (2) JCMG
Investment or any Financing Party, as applicable, diligently prosecutes such cure to completion);
or
(c) JCMG Investment: (1) admits in writing its inability to pay its debts as they
become due; or (2) files a petition in bankruptcy or for reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the United States Bankruptcy Code,
as now or in the future amended, or any other similar present or future federal or state statute or
regulation, or files a pleading asking for such relief; or (3) makes an assignment for the benefit of
creditors; or (4) consents to the appointment of a trustee, receiver or liquidator for all or a
substantial portion of its property or fails to have the appointment of any trustee, receiver or
liquidator made without JCMG Investment’s consent or acquiescence, vacated or set aside; or (5)
is finally adjudicated as bankrupt or insolvent under any federal or state law; or (6) is subject to
any proceeding, or suffers the entry of a final and non-appealable court order, under any federal
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or state law appointing a trustee, receiver or liquidator for all or a substantial portion of its
property or ordering the winding-up or liquidation of its affairs, or approving a petition filed
against it under the United States Bankruptcy Code, as now or in the future amended, which order
or proceeding, if not consented to by it, is not dismissed, vacated, denied, set aside or stayed
within 90 days after the day of entry or commencement; or (7) suffers a writ or warrant of
attachment or any similar process to be issued by any court against all or any substantial portion
of its property, and such writ or warrant of attachment or any similar process is not contested,
stayed or released within 60 days after the final entry or levy or after any contest is finally
adjudicated or any stay is vacated or set aside; or
(d) an Event of Default on the part of JCMG Investment under the Performance
Agreement, as defined in Section 6.1 thereof.
The Trustee shall give each Financing Party notice of the occurrence of any Event of Default of
which the Trustee has notice pursuant to the terms of the Indenture. Any Financing Party may, at its
election, but shall have no obligation to, cure such Event of Default.
Section 12.2. Remedies on Default.
(a) If any Event of Default referred to in Section 12.1 has occurred and continues beyond the
period provided to cure, then the City may at the City’s election (subject, however, to any restrictions
against acceleration of the maturity of the Bonds or termination of this Lease in the Indenture), then or at
any time thereafter, and while such default continues, take any one or more of the following actions , in
addition to the remedies provided in Section 12.5:
(1) cause all amounts payable with respect to the Bonds for the remainder of the term
of this Lease to become due and payable, as provided in the Indenture; or
(2) give JCMG Investment written notice of intention to terminate this Lease on a
date specified therein, which date shall not be earlier than 60 days after such notice is given, and
if all defaults have not then been cured, on the date so specified, the Owners shall tender or be
deemed to have tendered the Outstanding principal amount of the Bonds for cancellation with
instruction that such tender is in lieu of payment in accordance with Section 11.5, JCMG
Investment’s rights to possession of the Real Property shall cease and this Lease shall thereupon
be terminated, and the City may re-enter and take possession of the Real Property, or the City
may convey the Real Property to JCMG Investment and bring an action against JCMG
Investment for the purchase price of the Real Property under Section 11.1; provided, however, if
JCMG Investment has paid all obligations due and owing under the Indenture, this Lease, and the
Performance Agreement, the City shall convey the Real Property in accordance with Section
11.2. JCMG Investment’s rights to cause the conveyance of the Real Property in accordance with
Section 11.2 shall survive the expiration or termination of this Lease.
(b) If the City defaults on any of its obligations under this Lease, JCMG Investment’s sole
remedy for such default shall be to sue for specific performance of this Lease.
Section 12.3. Survival of Obligations. JCMG Investment covenants and agrees with the City
and the Owners that its obligations under this Lease shall survive the cancellation and termination of this
Lease, for any cause, and that JCMG Investment shall continue to pay the Basic Rent and Additional Rent
(to the extent the Bonds remain Outstanding) and perform all other obligations provided for in this Lease,
all at the time or times provided in this Lease; provided, however, that upon (a) the payment of all Basic
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Rent and Additional Rent required under Article V, (b) the satisfaction and discharge of the Indenture
under Section 1301 thereof, and (c) JCMG Investment’s exercise of the purchase option contained in
Article XI, JCMG Investment’s obligations under this Lease shall thereupon cease and terminate in full,
except that the indemnification contained in Article X and the obligations with respect to compensation
of the City and the Trustee shall not so terminate.
Section 12.4. Performance of JCMG Investment’s Obligations by the City. Upon an Event
of Default, the City, or the Trustee in the City’s name, may (but shall not be obligated so to do) upon the
continuance of such failure on JCMG Investment’s part for 60 days after written notice of such failure is
given to JCMG Investment by the City or the Trustee, and without waiving or releasing JCMG
Investment from any obligation hereunder, as an additional but not exclusive remedy, make any such
payment or perform any such obligation, and all reasonable sums so paid by the City or the Trustee and
all necessary incidental reasonable costs and expenses incurred by the City or the Trustee (including,
without limitation, attorneys’ fees and expenses) in performing such obligation shall be deemed
Additional Rent and shall be paid to the City or the Trustee on demand, and if not so paid by JCMG
Investment, the City or the Trustee shall have the same rights and remedies provided for in Section 12.2
in the case of default by JCMG Investment in the payment of Basic Rent.
Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the
City and JCMG Investment hereunder are in addition to those otherwise provided by law and shall be
construed as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof
on one or more occasions. The City and JCMG Investment shall each be entitled to specific performance
and injunctive or other equitable relief for any breach or threatened breach of any of the provisions of this
Lease, notwithstanding the availability of an adequate remedy at law, and each party hereby waives the
right to raise such defense in any proceeding in equity. Notwithstanding anything in this Section 12.5 or
elsewhere in this Lease to the contrary, however, JCMG Investment’s option to purchase the Real
Property as provided in Article XI hereof shall not be terminated upon an Event of Default unless and
until this Lease is terminated to the extent permitted pursuant to Section 12.2 hereof.
Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or agreement
herein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or
as a waiver of any breach of any other covenant or agreement, and in case of a breach of any covenant,
agreement or undertaking by JCMG Investment, the City may nevertheless accept from JCMG
Investment any payment or payments hereunder without in any way waiving the City’s right to exercise
any of its rights and remedies provided for herein with respect to any such default or d efaults of JCMG
Investment which were in existence at the time such payment or payments were accepted by the City.
Section 12.7. Trustee’s Exercise of the City’s Remedies. Whenever any Event of Default has
occurred and is continuing, the Trustee may, but except as otherwise provided in the Indenture shall not
be obligated to, exercise any or all of the rights of the City under this Article, upon notice as required of
the City unless the City has already given the required notice. In addition, the Trustee shall have available
to it all of the remedies prescribed by the Indenture.
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ARTICLE XIII
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease.
(a) JCMG Investment may sublease, assign, transfer, encumber or dispose of this Lease or
any interest herein or part hereof for any lawful purpose under the Act, and sublease, license or otherwise
grant rights to use the Real Property upon providing written notice to the City. Except as otherwise
provided in this Section or in Section 10.4 hereof, JCMG Investment must obtain the City’s prior written
consent to any such disposition, unless such disposition is (1) to JCMG PC or an entity controlled by or
under common control with or controlling JCMG Investment or (2) an assignment to any Financing Party.
(b) With respect to any assignment, JCMG Investment shall comply with the following
conditions:
(1) JCMG Investment shall notify the City and the Trustee of the assignment in
writing;
(2) such assignment shall be in writing, duly executed and acknowledged by the
assignor and in proper form for recording;
(3) such assignment shall include the entire then unexpired term of this Lease; and
(4) a duplicate original of such assignment shall be delivered to the City and the
Trustee within 10 days after the execution thereof, together with an assumption agreement, duly
executed and acknowledged by the assignee and in proper form for recording, by which the
assignee shall assume all of the terms, covenants and conditions of this Lease on the part of
JCMG Investment to be performed and observed.
(c) Any assignee of all the rights of JCMG Investment shall agree to be bound by the terms
of this Lease, and the obligations of JCMG Investment under the Performance Agreement and any other
documents related to the issuance of the Bonds to which JCMG Investment is a party. Upon such
assignment of all the rights of JCMG Investment and agreement by the assignee to be bound by the terms
of this Lease, the obligations of JCMG Investment under the Performance Agreement and any other
documents related to the issuance of the Bonds to which JCMG Investment is a party, JCMG Investment
shall be released from and have no further obligations under this Lease, the Performance Agreement or
any other documents related to the issuance of the Bonds.
(d) The parties acknowledge that JCMG Investment will sublease the Real Property to JCMG
PC pursuant to the Sublease.
Section 13.2. Assignment of Revenues by City. The City shall assign and pledge any rents,
revenues and receipts receivable under this Lease to the Trustee pursuant to the Indenture as security for
payment of the principal of, interest and premium, if any, on the Bonds, and JCMG Investment hereby
consents to such pledge and assignment.
Section 13.3. Prohibition Against Fee Mortgage of Real Property. The City shall not
mortgage its fee interest in the Real Property but may assign its interest in and pledge any moneys
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receivable under this Lease to the Trustee pursuant to the Indenture as security for payment of the
principal of and interest on the Bonds.
Section 13.4. Restrictions on Sale or Encumbrance of Real Property by City. During the
Lease Term, the City agrees that, except to secure the Bonds to be issued pursuant to the Indenture and
except to enforce its rights under Section 12.2, it will not sell, assign, encumber, mortgage, transfer or
convey the Real Property or any interest therein.
ARTICLE XIV
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 14.1. Amendments, Changes and Modifications. Except as otherwise provided in
this Lease or in the Indenture, subsequent to the issuance of the Bonds and before the payment in full of
the Bonds (or provision for the payment thereof having been made in accordance with the provisions of
the Indenture), this Lease may not be effectively amended, changed, modified, altered or terminated
without the prior written consent of the Trustee, given in accordance with the provisions of the Indenture,
which consent, however, shall not be unreasonably withheld, and the written consent of all of the Owners
and any Financing Party.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices. All notices, certificates or other communications required or desired to
be given hereunder shall be in writing and shall be deemed duly given when (a) mailed by registered or
certified mail, postage prepaid, or (b) sent by overnight delivery or other delivery service which requires
written acknowledgment of receipt by the addressee, addressed as follows:
(1) To the City:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
with a copy to:
City Counselor
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
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(2) To the Trustee:
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
Attention: Corporate Trust Department
(3) To JCMG Investment or JCMG PC:
Jefferson City Medical Group
1241 W. Stadium Boulevard
Jefferson City, Missouri 65109
Attention: Chief Financial Officer
with a copy to:
Gibbs Pool and Turner, P.C.
3225 Emerald Lane, Suite A
Jefferson City, Missouri
Attention: Hallie. H. Gibbs
All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the
date they are so mailed, provided, however, that notice to the Trustee shall be effective only upon receipt.
A duplicate copy of each notice, certificate or other communication given hereunder by either the City or
JCMG Investment to the other shall also be given to the Trustee and JCMG PC. The City, JCMG
Investment, JCMG PC and the Trustee may from time to time designate, by notice given hereunder to the
others of such parties, such other addresses to which subsequent notices, certificates or other
communications shall be sent.
Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals. Wherever
in this Lease it is provided that the City shall, may or must give its approval or consent, or execute
supplemental agreements or schedules, the City shall not unreasonably, arbitrarily or unnecessarily
withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements
or schedules; provided, however, that nothing in this Lease shall be interpreted to affect the City’s rights
to approve or deny any additional project or matter unrelated to the Real Property, and the Real Property
remains subject to zoning, building permit or other regulatory approvals by the City.
Section 15.3. Net Lease. The parties hereto agree (a) that this Lease shall be deemed and
construed to be a net lease, (b) that the payments of Basic Rent are designed to provide the City and the
Trustee funds adequate in amount to pay all principal of and inter est accruing on the Bonds as the same
becomes due and payable, (c) that to the extent that the payments of Basic Rent are not sufficient to
provide the City and the Trustee with funds sufficient for the purposes aforesaid, JCMG Investment shall
be obligated to pay, and it does hereby covenant and agree to pay, upon demand therefor, as Additional
Rent, such further sums of money, in cash, as may from time to time be required for such purposes, and
(d) that if after the principal of and interest on the Bonds and all costs incident to the payment of the
Bonds (including the fees and expenses of the City and the Trustee) have been paid in full the Trustee or
the City holds unexpended funds received in accordance with the terms hereof, such unexpended funds
shall, after payment therefrom of all sums then due and owing by JCMG Investment under the terms of
this Lease, and except as otherwise provided in this Lease and the Indenture, become the absolute
property of and be paid over forthwith to JCMG Investment.
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Section 15.4. Limitation on Liability of City. No provision, covenant or agreement contained
in this Lease, the Indenture or the Bonds, or any obligation herein or therein imposed upon the City, or the
breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability or a charge
upon the general credit or taxing powers of the City or the State of Missouri.
Section 15.5. Governing Law. This Lease shall be construed in accordance with and governed
by the laws of the State of Missouri.
Section 15.6. Binding Effect; JCMG PC as Third-Party Beneficiary. This Lease shall be
binding upon and shall inure to the benefit of the City and JCMG Investment and their respective
successors and assigns. JCMG PC shall be a third-party beneficiary of this Lease, and this Lease shall not
be amended without the prior written consent of JCMG PC, not to be unreasonably withheld, conditioned
or delayed.
Section 15.7. Severability. If for any reason any provision of this Lease shall be determined to
be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be
affected thereby.
Section 15.8. Execution in Counterparts. This Lease may be executed in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and
the same instrument.
Section 15.9. Electronic Transaction. The parties agree that the transaction described herein
may be conducted and related documents may be sent, received or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action or suit in the appropriate court of law.
Section 15.10. City Consent and Approvals. Pursuant to the Ordinance, the Mayor is
authorized to execute all documents on behalf of the City (including documents pertaining to the transfer
of property or the financing or refinancing of the Real Property by JCMG Investment or JCMG PC and
such and similar documents as may be requested by JCMG Investment or JCMG PC) as may be required
to carry out and comply with the intent of the Ordinance, the Indenture and this Lease. The Mayor is also
authorized, unless expressly prohibited herein, to grant on behalf of the City such consents, estoppels and
waivers relating to the Bonds, the Indenture, this Lease, or the Performance Agreement as may be
requested during the term hereof; provided, such consents, estoppels and/or waivers shall not increase the
principal amount of the Bonds, increase the term of this Lease or adversely affect the tax exemption as
provided for herein, waive an Event of Default or materially change the nature of the transaction unless
approved by the City Council.
Section 15.11. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, JCMG Investment certifies it is not currently engaged in and shall not, for
the duration of this Lease, engage in a boycott of goods or services from (a) the State of Israel,
(b) companies doing business in or with the State of Israel or authorized by, licensed by or organized
under the laws of the State of Israel or (c) persons or entities doing business in the State of Israel.
Section 15.12. Performance by JCMG PC. The City hereby acknowledges and agrees that to
the extent that JCMG PC performs any obligation of JCMG Investment hereunder pursuant to the
Sublease or otherwise, the City shall accept such performance and such performance shall constitute
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JCMG Investment’s performance of such obligation for all purposes hereof. JCMG Investment may from
time to time provide to JCMG PC specific written authorization to exercise one or more rights of JCMG
Investment under this Lease which authorization may be revoked by JCMG Investment at any time.
[Remainder of Page Intentionally Left Blank]
Real Property Lease Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their
respective names by their duly authorized signatories, all as of the date first above written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Real Property Lease Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
S-2
JCMG INVESTMENT, LLC,
a Missouri limited liability company
By:
Name:
Title:
A-1
EXHIBIT A
PROJECT SITE
The real property located in Cole County, Missouri, as more specifically described below:
B-1
EXHIBIT B
FORM OF REQUISITION CERTIFICATE
Requisition No. _____
Date: _______________
REQUISITION CERTIFICATE
TO: BOKF, N.A., AS TRUSTEE UNDER A REAL PROPERTY TRUST INDENTURE DATED
AS OF DECEMBER 1, 2022, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND
THE TRUSTEE, AND THE REAL PROPERTY LEASE AGREEMENT DATED AS OF
DECEMBER 1, 2022, BETWEEN THE CITY OF JEFFERSON, MISSOURI, AND JCMG
INVESTMENT, LLC
The undersigned Authorized JCMG Investment Representative hereby states and certifies that:
1. A total of $__________ is requested to pay for Project Costs. The total amount of this
requisition and all prior requisitions for Project Costs is as follows:
Date of Project Costs
Amount Submitted in
this Requisition
Requisitions Submitted to Date
(Including this Requisition)
2. A total of $__________ has been requested to pay for all Project Costs to date, including
the Project Costs listed above, which amount is less than $15,700,000.
3. Said Project Costs shall be paid in whole from Bond proceeds in such amounts, to such
payees and for such purposes as set forth on Schedule 1 hereto.
4. Each of the items for which payment is requested are or were provided for in the Plans
and Specifications, are or were desirable and appropriate in connection with the purchase of the Project
Site and construction of the Project Improvements on the Project Site, have been properly incurred and
are a proper charge against the Project Fund, have been paid by JCMG Investment (or JCMG PC) or are
justly due to the Persons whose names and addresses are stated on Schedule 1 and have not been the basis
of any previous requisition from the Project Fund.
5. As of this date, except for the amounts referred to above, to the best of my knowledge
there are no outstanding disputed statements for which payment is requested for la bor, wages, materials,
supplies or services in connection with the purchase and improvement of the Real Property which, if
unpaid, might become the basis of a vendor’s, mechanic’s, laborer’s or materialman’s statutory or similar
lien upon the Real Property or any part thereof.
6. Capitalized words and terms used in this Requisition Certificate have the meanings given
to such words and terms in Section 101 of the Real Property Trust Indenture.
B-2
JCMG INVESTMENT, LLC
By:
Authorized JCMG Investment Representative
Approved this _____ day of ____________________, 20___.
CITY OF JEFFERSON, MISSOURI
By:
Authorized City Representative
B-3
SCHEDULE 1 TO REQUISITION CERTIFICATE
PROJECT COSTS
Payee and Address
Description
Amount
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
CITY OF JEFFERSON, MISSOURI,
As Lessor
AND
JEFFERSON CITY MEDICAL GROUP, P.C.,
As Lessee
____________
PERSONAL PROPERTY LEASE AGREEMENT
Dated as of December 1, 2022
____________
Relating to:
$2,100,000
(Aggregate Maximum Principal Amount)
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
Certain rights of the City of Jefferson, Missouri (the “City”), in this Personal Property Lease
Agreement have been pledged and assigned to BOKF, N.A., St. Louis, Missouri, as Trustee under
the Personal Property Trust Indenture dated as of December 1, 2022, between the City and the
Trustee.
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms ....................................................................................... 2
Section 1.2. Rules of Interpretation ....................................................................................................... 2
Section 1.3. Date of Lease ..................................................................................................................... 3
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the City ............................................................................................... 3
Section 2.2. Representations by the JCMG PC ..................................................................................... 4
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate ............................................................................................ 4
Section 3.2. Lease Term ........................................................................................................................ 4
Section 3.3. Possession and Use of the Project Equipment ................................................................... 4
ARTICLE IV
PURCHASE AND INSTALLATION OF THE PROJECT EQUIPEMENT
Section 4.1. Issuance of the Bonds ........................................................................................................ 5
Section 4.2. Purchase and Installation of the Project Equipment .......................................................... 5
Section 4.3. Project Costs ...................................................................................................................... 6
Section 4.4. Payment for Project Costs ................................................................................................. 7
Section 4.5. Establishment of Completion Date.................................................................................... 7
Section 4.6. Surplus in Project Fund ..................................................................................................... 7
Section 4.7. Project Equipment Property of City .................................................................................. 7
Section 4.8. Machinery and Equipment Property of JCMG PC ............................................................ 7
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent ......................................................................................................................... 8
Section 5.2. Additional Rent ................................................................................................................. 8
Section 5.3. Obligations of JCMG PC Absolute and Unconditional .................................................... 9
Section 5.4. Prepayment of Basic Rent ................................................................................................. 9
(ii)
ARTICLE VI
MAINTENANCE, TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs ................................................................................................ 10
Section 6.2. Taxes, Assessments and Other Governmental Charges .................................................. 10
Section 6.3. Utilities ............................................................................................................................ 11
Section 6.4. Property Tax Exemption ................................................................................................. 11
ARTICLE VII
INSURANCE
Section 7.1. Casualty Insurance .......................................................................................................... 11
Section 7.2. Public Liability Insurance ............................................................................................... 12
Section 7.3. Blanket Insurance Policies .............................................................................................. 12
Section 7.4. Worker’s Compensation .................................................................................................. 12
Section 7.5. Sovereign Immunity ........................................................................................................ 12
ARTICLE VIII
ALTERATION OF THE PROJECT EQUIPMENT
Section 8.1. Additions, Modifications and Improvements to the Project Equipment ......................... 12
Section 8.2. Removal of Project Equipment ....................................................................................... 13
Section 8.3. Permits and Authorizations ............................................................................................. 13
Section 8.4. Mechanics’ Liens ............................................................................................................ 14
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction .................................................................................................... 14
Section 9.2. Condemnation ................................................................................................................. 16
Section 9.3. Bondowner Approval ...................................................................................................... 17
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and Indemnification 17
Section 10.2. Surrender of Possession .................................................................................................. 17
Section 10.3. Right of Access to the Project Equipment ....................................................................... 17
Section 10.4. Financing Arrangements ................................................................................................. 18
Section 10.5. Indemnification of City and Trustee ............................................................................... 20
Section 10.6. Depreciation and Other Tax Benefits .............................................................................. 20
Section 10.7. JCMG PC to Maintain its Existence ................................................................................ 21
Section 10.8. Security Interests ............................................................................................................. 21
(iii)
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE PROJECT EQUIPMENT
Section 11.1. Option to Purchase the Project Equipment ...................................................................... 21
Section 11.2. Conveyance of the Project Equipment ............................................................................ 22
Section 11.3. Relative Position of Option and Indenture ...................................................................... 22
Section 11.4. Obligation to Purchase the Project Equipment ................................................................ 22
Section 11.5. Right of Set-Off ............................................................................................................... 23
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default ............................................................................................................. 23
Section 12.2. Remedies on Default ....................................................................................................... 24
Section 12.3. Survival of Obligations ................................................................................................... 24
Section 12.4. Performance of JCMG PC’s Obligations by the City ..................................................... 25
Section 12.5. Rights and Remedies Cumulative ................................................................................... 25
Section 12.6. Waiver of Breach ............................................................................................................ 25
Section 12.7. Trustee’s Exercise of the City’s Remedies ...................................................................... 25
ARTICLE XIII
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease ..................................................................................................... 25
Section 13.2. Assignment of Revenues by City .................................................................................... 26
Section 13.3. Restrictions on Sale or Encumbrance of Project Equipment by City .............................. 26
ARTICLE XIV
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 14.1. Amendments, Changes and Modifications ...................................................................... 26
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices ............................................................................................................................. 27
Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals ................................... 28
Section 15.3. Net Lease ......................................................................................................................... 28
Section 15.4. Limitation on Liability of City ........................................................................................ 28
Section 15.5. Governing Law ................................................................................................................ 28
Section 15.6. Binding Effect ................................................................................................................. 28
Section 15.7. Severability...................................................................................................................... 28
Section 15.8. Execution in Counterparts ............................................................................................... 28
Section 15.9. Electronic Transaction ..................................................................................................... 29
Section 15.10. City Consents and Approvals .......................................................................................... 29
Section 15.11. Anti-Discrimination Against Israel Act .......................................................................... 29
(iv)
Signatures and Seal ............................................................................................................. 1
Exhibit A – Project Site
Exhibit B – Form of Requisition Certificate
PERSONAL PROPERTY LEASE AGREEMENT
THIS PERSONAL PROPERTY LEASE AGREEMENT, dated as of December 1, 2022 (this
“Lease”), between the CITY OF JEFFERSON, MISSOURI, a home rule charter city organized and
existing under the laws of the State of Missouri (the “City”), as lessor, and JEFFERSON CITY
MEDICAL GROUP, P.C., a Missouri professional corporation (“JCMG PC”), as lessee;
RECITALS:
1. The City is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b) of the Missouri Constitution, Sections 100.010 through 100.200, inclusive, of the Revised
Statutes of Missouri (collectively, the “Act”) and the City Charter to purchase, construct, extend, improve
and equip certain projects (as defined in the Act), to issue industrial revenue bonds for the purpose of
providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to
private persons or corporations for manufacturing, commercial, office industry, warehousing and
industrial development purposes upon such terms and conditions as the City deems advisable.
2. Pursuant to the Act, the City Council of the City gave notice to the affected taxing
jurisdictions in accordance with Section 100.059.1 of the Act regarding the City’s intent to approve the
issuance of two separate series of industrial development revenue bonds under the Act in order to finance
the costs of a project for the benefit JCMG PC consisting of (a) constructing an approximately 28,000
square foot stand-alone outpatient surgery center (the “Project Improvements”) on an approximately
6.85 acre site located at 3520 West Edgewood Drive in the City (the “Project Site”), which will be
occupied by Jefferson City Medical Group, and (b) acquiring and installing certain equipment and other
personal property within the Project Improvements (the “Project Equipment”).
3. Following notice to the affected taxing jurisdictions in accordance with Section
100.059.1 of the Act, the City Council of the City adopted Ordinance No. [________] on December 19,
2022 (the “Ordinance”), (a) approving a plan for the industrial development project, (b) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project), Series
2022, in the maximum principal amount of $15,700,000 (the “Real Property Bonds”), for the purpose of
acquiring the Project Site and constructing the Project Improvements located thereon (the Project Site and
Project Improvements being collectively referred to as the “Real Property”), and (c) authorizing the
issuance of Taxable Industrial Development Revenue Bonds (JCMG – Personal Property Project), Series
2022, in the maximum principal amount of $2,100,000 (the “Bonds”), for the purpose of acquiring and
installing the Project Equipment within the Project Improvements.
4. The City will acquire the Real Property from JCMG Investment, LLC, a Missouri
limited liability company (“JCMG Investment”), and JCMG Investment will lease the Real Property
from the City pursuant to a separate Real Property Lease Agreement dated December 1, 2022 (the “Real
Property Lease”), between the City, as lessor, and JCMG Investment, as lessee. JCMG Investment will
sublease the Real Property to JCMG PC.
5. Pursuant to the Ordinance, the City is authorized to enter into a Personal Property Trust
Indenture of even date herewith (the “Indenture”) with BOKF, N.A., St. Louis, Missouri, as trustee (the
“Trustee”), for the purpose of issuing and securing the Bonds, as therein provided, and to enter into this
Lease with JCMG PC, under which the City will acquire or cause to be acquired the Project Equipment
and will lease the Project Equipment to JCMG PC in consideration of rental payments by JCMG PC that
will be sufficient to pay the principal of and interest on the Bonds.
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6. In consideration of the terms and conditions of this Lease, the Real Property Lease, the
Ordinance, the issuance of the Real Property Bonds, the issuance of the Bonds and certain other
agreements, the City, JCMG Investment and JCMG PC concurrently herewith entered into a
Performance Agreement of even date herewith (the “Performance Agreement”), pursuant to which
JCMG Investment and JCMG PC have agreed to make certain payments in lieu of taxes.
7. Pursuant to the foregoing, the City desires to lease the Project Equipment to JCMG PC
and JCMG PC desires to lease the Project Equipment from the City, for the rentals and upon the terms
and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual representations,
covenants and agreements herein contained, the receipt and sufficiency of which are hereby
acknowledged, the City and JCMG PC do hereby represent, covenant and agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to any words and terms defined
elsewhere in this Lease, capitalized words and terms used in this Lease shall have the meanings given to
such words and terms in Section 101 of the Indenture (which definitions are hereby incorporated by
reference).
Section 1.2. Rules of Interpretation.
(a) Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders.
(b) Unless the context otherwise indicates, words importing the singular number shall
include the plural and vice versa, and words importing Persons shall include firms, associations and
corporations, including governmental entities, as well as natural Persons.
(c) Wherever in this Lease it is provided that either party shall or will make any payment or
perform or refrain from performing any act or obligation, each such provision shall, even thoug h not so
expressed, be construed as an express covenant to make such payment or to perform, or not to perform, as
the case may be, such act or obligation.
(d) All references in this instrument to designated “Articles,” “Sections” and other
subdivisions are, unless otherwise specified, to the designated Articles, Sections and other subdivisions of
this instrument as originally executed. The words “herein,” “hereof,” “hereunder” and other words of
similar import refer to this Lease as a whole and not to an y particular Article, Section or other
subdivision.
(e) The Table of Contents and the Article and Section headings of this Lease shall not be
treated as a part of this Lease or as affecting the true meaning of the provisions hereof.
(f) Whenever an item or items are listed after the word “including,” such listing is not
intended to be a listing that excludes items not listed.
-3-
Section 1.3. Date of Lease. The dating of this Lease as of December 1, 2022, is intended as
and for the convenient identification of this Lease only and is not intended to indicate that this Lease was
executed and delivered on said date, this Lease being executed and delivered and becoming effective
simultaneously with the initial issuance of the Bonds.
ARTICLE II
REPRESENTATIONS
Section 2.1. Representations by the City. The City makes the following representations as
the basis for the undertakings on its part herein contained:
(a) The City is a home rule charter city duly organized and validly existing under the
laws of the State of Missouri. Under the provisions of the Act, t he City has lawful power and
authority to enter into the transactions contemplated by this Lease and to carry out its obligations
hereunder. By proper action of the City Council, the City has been duly authorized to execute
and deliver this Lease, acting by and through its duly authorized officers.
(b) As of the date of delivery hereof, the City agrees to acquire and install, or cause
to be acquired and installed, the Project Equipment within the Project Improvements on the
Project Site. The City agrees to lease the Project Equipment to JCMG PC and to sell the Project
Equipment to JCMG PC if JCMG PC exercises its option to purchase the Project Equipment or
upon termination of this Lease, all for the purpose of furthering the public purposes of the Act.
(c) To the City’s knowledge, no member of the City Council or any other officer of
the City has any significant or conflicting interest, financial, employment or otherwise, in the
Company or in the transactions contemplated hereby.
(d) To finance the costs of the Project Equipment, the City proposes to issue the
Bonds which will be scheduled to mature as set forth in Article II of the Indenture and will be
subject to redemption prior to maturity in accordance with the provisions of Article III of the
Indenture.
(e) The Bonds are to be issued under and secured by the Indenture, pursuant to
which the Project Equipment and the net earnings therefrom, consisting of all rents, revenues and
receipts to be derived by the City from the leasing or sale of the Project Equipment, will be
pledged and assigned to the Trustee as security for payment of the principal of and interest on the
Bonds and amounts owing pursuant to this Lease.
(f) The City will not knowingly take any affirmative action that would permit a lien
to be placed on the Project Equipment or pledge the revenues derived therefrom for any bonds or
other obligations, other than the Bonds, except with the written consent of the Authorized JCMG
PC Representative; provided, however, the City’s execution of this Lease, the Indenture and the
Performance Agreement shall not be deemed to violate this Section 2.1(f).
(g) The City will not operate the Project Equipment in any business-like manner or
in any other manner except as the lessor thereof; provided, subsequent to an Event of Default
hereunder (following the expiration of any notice and/or cure period) in accordance with the
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provisions dealing with the exercise of remedies set forth herein and subject to all rights and
powers of the Trustee as set forth herein and in the Indenture.
Section 2.2. Representations by JCMG PC. JCMG PC makes the following representations
as the basis for the undertakings on its part herein contained:
(a) JCMG PC is a professional corporation duly organized, validly existing and in
good standing under the laws of the State of Missouri.
(b) JCMG PC has lawful power and authority to enter into this Lease and to carry
out its obligations hereunder, and JCMG PC has been duly authorized to execute and deliver this
Lease, acting by and through its duly authorized officers and representatives.
(c) The execution and delivery of this Lease, the consummation of the transactions
contemplated hereby and the performance of or compliance with the terms and conditions of this
Lease by JCMG PC will not, to the best of JCMG PC’s knowledge, conflict with or result in a
breach of any of the terms, conditions or provisions of, or constitute a default under, any
mortgage, deed of trust, lease or any other restriction or any agreement or instrument to which
JCMG PC is a party or by which it or any of its property is bound, or JCMG PC’s organizational
documents, or any order, rule or regulation applicable to JCMG PC or any of its property of any
court or governmental body, or constitute a default under any of the foregoing, or result in the
creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever
upon any of the property or assets of JCMG PC under the terms of any instrument or agreement
to which JCMG PC is a party.
(d) To JCMG PC’s knowledge, the estimated costs of the purchase and installation
of the Project Equipment are in accordance with sound engineering and accounting principles.
(e) To JCMG PC’s knowledge, the Project equipment will be located at the Project
Site and will comply in all material respects with all applicable laws, rules and regulations.
ARTICLE III
GRANTING PROVISIONS
Section 3.1. Granting of Leasehold Estate. The City hereby exclusively rents, leases and
lets the Project Equipment to JCMG PC, and JCMG PC hereby rents, leases and hires the Project
Equipment from the City, subject to Permitted Encumbrances existing as of the date of the execution and
delivery hereof, for the rentals and upon and subject to the terms and conditions herein contained.
Section 3.2. Lease Term. This Lease shall become effective upon its execution and delivery.
Subject to earlier termination pursuant to the provisions of this Lease, the lease of the Project Equipment
shall terminate on December 31, 2032.
Section 3.3. Possession and Use of the Project Equipment.
(a) The City covenants and agrees that as long as neither the City nor the Trustee has
exercised any of the remedies set forth in Section 12.2 following the occurrence and continuance of an
Event of Default, as defined in Section 12.1, JCMG PC shall have sole and exclusive possession of the
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Project Equipment (subject to Permitted Encumbrances and the City’s and the Trustee’s right of access
pursuant to Section 10.3) and shall peaceably and quietly have, hold and enjoy the Project Equipment
during the Lease Term. The City covenants and agrees that it will not take any action, other than
expressly pursuant to Article XII, the Indenture, and the Performance Agreement, to prevent JCMG PC
from having quiet and peaceable possession and enjoyment of the Project Equipment during the Lease
Term and will, at the request and expense of JCMG PC, cooperate with JCMG PC to defend JCMG PC’s
quiet and peaceable possession and enjoyment of the Project Equipment.
(b) Subject to the provisions of this Section, JCMG PC shall have the exclusive right to use
the Project Equipment for any lawful purpose contemplated by the Act and consistent with the terms of
the Performance Agreement. JCMG PC shall comply in all material respects with all statutes, laws,
ordinances, orders, judgments, decrees, regulations, directions and requirements of all federal, state, local
and other governments or governmental authorities, now or hereafter applicable to the Project Equipment,
as to the manner of use or the condition of the Project Equipment, or that otherwise may be applicable by
virtue of the City’s ownership of the Project Equipment. JCMG PC shall also comply with the mandatory
requirements, rules and regulations of all insurers under the policies carried under the provisions of
Article VII. JCMG PC shall pay all costs, expenses, claims, fines, penalties and damages that may in any
manner arise out of, or be imposed as a result of, the failure of JCMG PC to comply with the provisions
of this Section. Notwithstanding any provision contained in this Section, however, JCMG PC may, at its
own cost and expense, contest or review by legal or other appropriate procedures the validity or legality
of any such governmental statute, law, ordinance, order, judgment, decree, regulation, direction or
requirement, or any such requirement, rule or regulation of an insurer, and during such contest or review
JCMG PC may refrain from complying therewith.
ARTICLE IV
PURCHASE AND INSTALLATION OF THE PROJECT EQUIPMENT
Section 4.1. Issuance of the Bonds. To provide funds for the payment of Project Costs, the
City agrees that, upon request of JCMG PC, it will issue, sell and cause to be delivered the Bonds to the
purchaser thereof in accordance with the provisions of the Indenture and the Bond Purchase Agreement.
The proceeds of the sale of the Bonds, when received, shall be paid over to the Trustee for the account of
the City. The Trustee shall promptly deposit such proceeds, when received, as provided in the Indenture
to be used and applied as provided in this Lease and in the Indenture. Alternatively, the Trustee shall
(pursuant to Section 208(d) of the Indenture) endorse the Bonds in an amount equal to the requisition
certificates submitted pursuant to Section 4.4. In that event, so long as the sole Owner of the Bonds is the
lessee under this Lease, the purchaser of the Bonds shall be deemed to have deposited funds with the
Trustee in an amount equal to the amounts stated in the requisition certificates.
Section 4.2. Purchase and Installation of the Project Equipment. The City and JCMG PC
agree that JCMG PC, as the agent of the City, shall, but solely from the Project Fund (or from funds
deemed to be deposited into the Project Fund upon JCMG PC’s delivery of a requisition certificate as
permitted by Section 208(e) of the Indenture), purchase and install the Project Equipment as follows:
(a) JCMG PC will purchase and install the Project Equipment within the Project
Improvements on the Project Site. Title to the Project Equipment shall be evidenced by bills of
sale in substantially the form attached to the form of the requisition certificate attached as Exhibit
B or other instruments of transfer, including purchase orders or other instruments pursuant to
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which the City acquires title to personal property directly from the vendor thereof. Such bills of
sale or other instruments of transfer, along with a requisition certificate pursuant to Section 4.4,
must (1) be dated by no later than December 31 of each year to be treated as Project Equipment
(and therefore to be exempt from property taxes) in the next succeeding year and (2) be submitted
to the City by no later than January 31.
(b) On or before March 1 of each year or such other date required by law for
reporting personal property declarations, JCMG PC shall furnish to the City and the Trustee a list
of items comprising the Project Equipment as of January 1 of such year as required by the
personal property declarations provided by the Assessor’s Office of Cole County, Missouri.
JCMG PC shall provide such information to the City and the Trustee as may be requested to
ensure that such list corresponds to the list of the Project Equipment maintained by the Trustee
pursuant to Section 10.8. The Trustee may conclusively rely upon such information in compiling
a list of the Project Equipment in accordance with Section 10.8.
(c) Each bill of sale or other instrument of transfer and each personal property
declaration form shall be of sufficient specificity so as to enable the City’s officials and the Cole
County Assessor, to determine which personal property as reported on the annual personal
property declaration constitutes Project Equipment (and therefore is owned by the City) and
which personal property does not constitute Project Equipment (and therefore is owned by JCMG
PC).
(d) The City and JCMG PC agree that, pursuant to Section 4.8, property purchased
in whole or in part by JCMG PC with its own funds, and not Bond proceeds as evidenced by the
submission of a requisition certificate, shall not constitute part of the Project Equipment and shall
remain the property of JCMG PC and shall, therefore, be subject to taxation.
(e) JCMG PC will cause the purchase and installation of the Project Equipment to be
completed on or before the Completion Date, except as otherwise provided in Section 4.5.
(f) The parties acknowledge that the Project Equipment shall be defined as the
personal property reflected in the requisition certificates and bills of sale actually submitted to the
City.
Section 4.3. Project Costs. The City hereby agrees to pay for, but solely from the Project
Fund (or from funds deemed to be deposited into the Project Fund upon JCMG PC’s delivery of a
requisition certificate as permitted by Section 208(e) of the Indenture), and hereby authorizes and directs
the Trustee to pay for, but solely from the Project Fund (or from funds deemed to be deposited into the
Project Fund upon JCMG PC’s delivery of a requisition certificate as permitted by Section 208(e) of the
Indenture), all Project Costs upon receipt by the Trustee of requisition certificates pursuant to Section 4.4
hereof. JCMG PC may not submit any requisition certificates for Project Costs incurred after the
Completion Date. JCMG PC must submit all requisition certificates for Project Costs incurred before the
Completion Date within three months of the Completion Date. The maximum amount of Project
Equipment for which requisition certificates may be submitted is $2,100,000. All other machinery and
equipment installed at the Project Site shall be subject to ad valorem taxes.
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Section 4.4. Payment for Project Costs.
(a) The City hereby authorizes and directs the Trustee to make disbursements from the
Project Fund and endorse the Bonds, if the Trustee is holding the Bonds, upon receipt by the Trustee of
certificates in substantially the form attached as Exhibit B, signed by an Authorized JCMG PC
Representative and approved by an Authorized City Representative. JCMG PC agrees that the
information in each certificate will be accurate in all respects when given and that JCMG PC will notify
the City if JCMG PC becomes aware of any material inaccuracies in a certificate after the date on which it
is given. Upon request by the City, JCMG PC shall provide the City with copies of invoices, bills, lien
waivers and other reasonable documentation to support each submitted requisition certificate.
(b) The Trustee may rely conclusively on any such certificate and shall not be required to
make any independent inspection or investigation in connection therewith. The approval of any
requisition certificate by an Authorized JCMG PC Representative and an Authorized City Representative
shall constitute, unto the Trustee, an irrevocable determination that all conditions precedent to the
payments requested have been completed.
Section 4.5. Establishment of Completion Date. The Completion Date of the acquisition
and installation of the Project Equipment shall be evidenced to the City and the Trustee by a certificate
signed by an Authorized JCMG PC Representative stating (a) that the acquisition and installation of the
Project Equipment has been completed, (b) the date of completion thereof, and (c) that all costs and
expenses of the purchase and installation of the Project Equipment have been paid except costs and
expenses the payment of which is not yet due or is being contested in good faith by JCMG PC.
Notwithstanding the foregoing, such certificate shall be deemed given on December 31, 2022 if not
actually filed with the City by December 31, 2022. JCMG PC and the City agree to cooperate in causing
such certificate to be furnished to the Trustee.
Section 4.6. Surplus in Project Fund. Upon receipt of the certificate described in
Section 4.5, the Trustee shall, as provided in Section 504 of the Indenture, transfer any remaining moneys
then in the Project Fund to the Bond Fund to be applied as directed by JCMG PC solely to (a) the
payment of principal and premium, if any, of the Bonds through the payment (including regularly
scheduled principal payments, if any) or redemption thereof at the earliest date permissible under the
terms of the Indenture, or (b) at the option of JCMG PC, to the purchase of Bonds at such earlier date or
dates as JCMG PC may elect. Any amount so deposited in the Bond Fund may be invested as permitted
by Section 702 of the Indenture.
Section 4.7. Project Equipment Property of City. The Project Equipment which JCMG PC
desires to convey to the City at the execution hereof, if any, all Project equipment as acquired, the Project
as fully completed, anything under this Lease which becomes, is deemed to be or constitutes a part of the
Project Equipment and the Project Equipment as repaired, rebuilt, rearranged, restored or replaced by
JCMG PC under the provisions of this Lease, except as otherwise specifically provided herein, shall
immediately when installed become the absolute property of the City, subject only to this Lease, the
Indenture, Permitted Encumbrances and any Financing Document. Nothing herein shall limit JCMG
PC’s right to own personal property which is not part of the Project Equipment to be acquired by the City
pursuant to Section 4.2 hereof.
Section 4.8. Machinery and Equipment Property of JCMG PC. Any items of machinery
or equipment which do not constitute part of the Project Equipment and the entire purchase price of which
is paid for by JCMG PC with JCMG PC’s own funds, and no part of the purchase price of which is either
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paid for from funds deposited pursuant to the terms of this Lease in the Project Fund or included in a
requisition certificate, shall be the property of JCMG PC and shall not constitute a part of the Project
Equipment for purposes of Section 6.4 hereof and therefore, shall be subject to taxation, to the extent
otherwise provided by law.
ARTICLE V
RENT PROVISIONS
Section 5.1. Basic Rent. JCMG PC covenants and agrees to pay to the Trustee in same day
funds for the account of the City during the Lease Term, on or before 11:00 a.m., Trustee’s local time, on
each Payment Date, as Basic Rent for the Project Equipment, an amount which, when added to any
collected funds then on deposit in the Bond Fund and available for the payment of principal of the Bonds
and the interest thereon on such Payment Date, shall be equal to the amount payable on such Payment
Date as principal of the Bonds and the interest thereon as provided in the Indenture. Except as offset
pursuant to the right of JCMG PC set forth below, all payments of Basic Rent provided for in this Section
shall be paid directly to the Trustee and shall be deposited in accordance with the provisions of the
Indenture into the Bond Fund and shall be used and applied by the Trustee in the manner and for the
purposes set forth in this Lease and the Indenture. In furtherance of the foregoing, and notwithstanding
any other provision in this Lease, the Indenture, the Bond Purchase Agreement or the Performance
Agreement to the contrary, and provided that JCMG PC is the sole holder of the Bonds, JCMG PC may
set-off the then-current Basic Rent payment against the City’s obligation to JCMG PC as bondholder
under the Indenture in lieu of delivery of the Basic Rent on any Payment Date, without providing notice
of such set-off to the Trustee. The Trustee may conclusively rely on the absence of any notice from
JCMG PC to the contrary as evidence that such set-off has occurred and that pursuant to the set-off, the
City is deemed to have paid its obligation to JCMG PC as bondholder to pay principal of and interest on
the Bonds under the Indenture. On the final Payment Date, JCMG PC will (a) if the Trustee holds the
Bonds, notify the Trustee of the Bonds not previously paid that are to be canceled or (b) if an entity other
than the Trustee holds the Bonds, deliver or cause to be delivered to the Trustee for cancellation Bonds
not previously paid. JCMG PC shall receive a credit against the Basic Rent payable by JCMG PC in an
amount equal to the principal amount of the Bonds so tendered for cancellation plus accrued interest
thereon.
Section 5.2. Additional Rent. JCMG PC shall pay or cause to be paid as Additional Rent,
within 30 days after receiving an itemized invoice therefor, the following amounts:
(a) all fees, charges and expenses, including agent and attorneys’ fees and expenses,
of the City, the Trustee and the Paying Agent incurred under or arising from this Lease, the
Indenture or the Performance Agreement, including but not limited to claims by contractors or
subcontractors, as and when the same becomes due;
(b) all costs incident to the issuance of the Bonds (which are to be paid on the
Closing Date) and the payment of the principal of and interest on the Bonds as the same becomes
due and payable, including all costs and expenses in connection with the call, redemption and
payment of all Outstanding Bonds;
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(c) all fees, charges and expenses incurred in connection with the enforcement of
any rights under this Lease, the Indenture or the Performance Agreement by the City, the Trustee
or the Owners, including attorneys’ fees and expenses; and
(d) all other payments of whatever nature that JCMG PC has agreed in writing to pay
or assume under the provisions of this Lease, the Indenture or the Performance Agreement.
Section 5.3. Obligations of JCMG PC Absolute and Unconditional.
(a) The obligations of JCMG PC under this Lease to make payments of Basic Rent and
Additional Rent on or before the date the same becomes due, and to perform all of its other obligations,
covenants and agreements hereunder shall be absolute and unconditional, without notice or demand, and
without abatement, deduction, set-off (except as provided in Section 5.1), counterclaim, recoupment or
defense or any right of termination or cancellation arising from any circumstance whatsoever, whether
now existing or hereafter arising, and irrespective of whether the Project Equipment has been purchased
or installed, or whether the City’s title thereto or to any part thereof is defective or nonexistent, and
notwithstanding any damage to, loss, theft or destruction of, the Project Equipment or any part thereof,
any failure of consideration or frustration of commercial purpose, the taking by eminent domain of title to
or of the right of temporary use of all or any part of the Project Equipment, legal curtailment of JCMG
PC’s use thereof, any change in the tax or other laws of the United States of America, the State of
Missouri or any political subdivision thereof, any change in the City’s legal organization or status, or any
default of the City hereunder, and regardless of the invalidity of any action of the City; provided,
however, that nothing in this Section is intended or shall be deemed to affect or impair in any way the
rights of JCMG PC to tender Bonds for redemption in satisfaction of Basic Rent as provided in Section
5.1 and Section 5.4, nor the right of JCMG PC to terminate this Lease and purchase the Project
Equipment as provided in Article XI.
(b) Nothing in this Lease shall be construed to release the City from the performance of any
agreement on its part herein contained or as a waiver by JCMG PC of any rights or claims JCMG PC may
have against the City under this Lease or otherwise, but any recovery upon such rights and claims shall be
had from the City separately, it being the intent of this Lease that JCMG PC shall be unconditionally and
absolutely obligated to perform fully all of its obligations, agreements and covenants under this Lease
(including the obligation to pay Basic Rent and Additional Rent) for the benefit of the Owners and the
City. JCMG PC may, however, at its own cost and expense and in its own name or in the name of the
City, prosecute or defend any action or proceeding or take any other action involving third Persons which
JCMG PC deems reasonably necessary in order to secure or protect its right of possession, occupancy and
use hereunder, and in such event the City hereby agrees, at JCMG PC’s expense, to cooperate fully with
JCMG PC and to take all action necessary to effect the substitution of JCMG PC for the City in any such
action or proceeding if JCMG PC shall so request.
Section 5.4. Prepayment of Basic Rent.
(a) JCMG PC may at any time and from time to time prepay all or any part of the Basic Rent
provided for hereunder (subject to the limitations of Section 301(a) of the Indenture relating to the partial
redemption of the Bonds). During such times as the amount held by the Trustee in the Bond Fund shall
be sufficient to pay, at the time required, the principal of and interest on all the Bonds then remaining
unpaid, JCMG PC shall not be obligated to make payments of Basic Rent under the provisions of this
Lease.
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(b) At its option, JCMG PC may deliver to the Trustee for cancellation Bonds owned by
JCMG PC and not previously paid, and JCMG PC shall receive a credit against amounts payable by
JCMG PC for the redemption of Bonds in an amount equal to the principal amount of the Bonds so
tendered for cancellation, plus accrued interest thereon.
ARTICLE VI
MAINTENANCE, TAXES AND UTILITIES
Section 6.1. Maintenance and Repairs. Throughout the Lease Term JCMG PC shall, at its
own expense, keep the Project Equipment in reasonably safe operating condition and keep the Project
Equipment in good repair, reasonable wear, tear, depreciation and obsolescence excepted, making from
time to time all repairs thereto and renewals and replacements thereof it determines to be necessary.
Section 6.2. Taxes, Assessments and Other Governmental Charges.
(a) Subject to subsection (b) of this Section, JCMG PC shall promptly pay and discharge, as
the same becomes due, all taxes and assessments, general and special, and other governmental charges of
any kind whatsoever that may be lawfully taxed, charged, levied, assessed or imposed upon or against or
be payable for or in respect of the Project Equipment, or any part thereof or interest therein (including the
leasehold estate of JCMG PC therein) or the income therefrom, including any new taxes and assessments
not of the kind enumerated above to the extent that the same are lawfully made, levied or assessed in lieu
of or in addition to taxes or assessments now customarily levied against real or personal property, and
further including all utility charges, assessments and other general governmental charges and impositions
whatsoever, foreseen or unforeseen, which if not paid when due would impair the security of the Bonds or
encumber the City’s title to the Project Equipment; provided that with respect to any special assessments
or other governmental charges that are lawfully levied and assessed which may be paid in installments,
JCMG PC shall be obligated to pay only such installments thereof as become due and payable during the
Lease Term.
(b) JCMG PC may, in its own name or in the City’s name, contest the validity or amount of
any tax, assessment or other governmental charge which JCMG PC is required to bear, pay and discharge
pursuant to the terms of this Article by appropriate legal proceedings instituted at least 10 days before the
tax, assessment or other governmental charge complained of becomes delinquent if and provided (1)
JCMG PC, before instituting any such contest, gives the City written notice of its intention to do so, (2)
JCMG PC diligently prosecutes any such contest, at all times effectively stays or prevents any official or
judicial sale therefor, under execution or otherwise, and (3) JCMG PC promptly pays any final judgment
enforcing the tax, assessment or other governmental charge so contested and thereafter promptly procures
record release or satisfaction thereof. The City agrees to cooperate fully with JCMG PC in connection
with any and all administrative or judicial proceedings related to any tax, assessment or other
governmental charge. JCMG PC shall save and hold harmless the City from any costs and expenses the
City may incur related to any of the above.
(c) Nothing in this Lease shall be construed to require JCMG PC to make duplicate tax
payments. JCMG PC shall receive a credit against the PILOT Payments (as defined int eh Performance
Agreement) to be made by JCMG PC under the Performance Agreement to the extent of any ad valorem
taxes imposed with respect to the Project Equipment paid pursuant to this Section, except as otherwise
provided in the Performance Agreement.
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Section 6.3. Utilities. All utilities and utility services used by JCMG PC or JCMG
Investment in, on or about the Project Site shall be paid by JCMG PC or JCMG Investment, as applicable,
and shall be contracted by JCMG PC in JCMG PC’s own name, or JCMG Investment in JCMG
Investment’s own name, as applicable, and JCMG PC shall, at its sole cost and expense, or shall cause
JCMG Investment at its sole cost and expense to, procure any and all permits, licenses or authorizations
necessary in connection therewith.
Section 6.4. Property Tax Exemption. The City and JCMG PC expect that while the Project
Equipment is owned by the City and is subject to this Lease, the Project Equipment will be exempt from
all ad valorem personal property taxes by reason of such ownership, and the City agrees that it will (at the
expense of JCMG PC) cooperate with JCMG PC to defend such exemption against all parties. The City
and JCMG PC further acknowledge and agree that the City’s obligations hereunder are contingent upon
JCMG PC making the payments and otherwise complying with the terms of the Performance Agreement
during the term of this Lease. The terms and conditions of the Performance Agreement are incorporated
herein as if fully set forth herein.
ARTICLE VII
INSURANCE
Section 7.1. Casualty Insurance.
(a) JCMG PC shall at its sole cost and expense obtain and maintain throughout the Lease
Term a policy or policies of insurance to keep the Project Equipment constantly insured against loss or
damage by fire, lightning and all other risks covered by the extended coverage insurance endorsement
then in use in the State of Missouri in an amount equal to the Full Insurable Value thereof (subject to
reasonable loss deductible provisions). The insurance required pursuant to this Section shall be
maintained with a generally recognized responsible insurance company or companies authorized to do
business in the State of Missouri or generally recognized international insurers or reinsurers with an A.M.
Best rating of not less than “B+” or the equivalent thereof as may be selected by JCMG PC. JCMG PC
shall deliver certificates of insurance for such policies to the City and the Trustee on the date of execution
of this Lease and promptly after renewal of each insurance policy. All such policies of insurance pursuant
to this Section, and all renewals thereof, shall name JCMG PC, the City and the Trustee as insureds, as
their respective interests may appear, shall name the Trustee as loss payee and, to the extent such
agreement is reasonably commercially available from the insurer, shall contain an agreement by the
insurer that, notwithstanding any right of cancellation reserved to such insurer, such poli cy or contract
shall continue in force for at least 10 days after written notice of cancellation to the City, JCMG PC, the
Trustee and each other insured or loss payee named therein. The Trustee’s sole duty with respect to
JCMG PC’s compliance with the insurance requirements hereunder shall be to receive certificates of
insurance pursuant to this Section and to hold the same solely as repository for the benefit of the Owners.
The Trustee makes no representation as to, and shall have no responsibility for, the sufficiency or
adequacy of the insurance.
(b) In the event of loss or damage to the Project Equipment, the Net Proceeds of casualty
insurance carried pursuant to this Section shall be, subject to the rights of any Financing Party under any
Financing Document, and unless otherwise provided by law, (1) paid over to the Trustee and applied as
provided in Article IX, or (2) applied as directed in writing by, or on behalf of, the Owners of 100% in
principal amount of the Bonds Outstanding.
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Section 7.2. Public Liability Insurance.
(a) JCMG PC shall at its sole cost and expense maintain or cause to be maintained at all
times during the Lease Term commercial general liability insurance (including but not limited to coverage
for operations, contingent liability, operations of subcontractors, completed operations and contractual
liability), under which the City and the Trustee shall be named as additional insureds, properly protecting
and indemnifying the City and the Trustee, in an amount not less than the limits of liability set by Section
537.610 of the Revised Statutes of Missouri (subject to reasonable loss deductible clauses not to exceed
the amounts normally or generally carried by JCMG PC). The policies of said insurance shall, to the
extent such agreement is reasonably commercially available from the insurer, contain an agreement by
the insurer that, notwithstanding any right of cancellation reserved to such insurer, such policy or contract
shall continue in force for at least 10 days after written notice of cancellation to JCMG PC, the City, the
Trustee and each other insured or loss payee named therein. Certificates of such policies shall be
furnished to the City and the Trustee on the date of execution of this Lease and promptly after renewal of
each insurance policy. The Trustee’s sole duty with respect to JCMG PC’s compliance with the insurance
requirements hereunder shall be to receive certificates of insurance pursuant to this Section and to hold
the same solely as repository for the benefit of the Owners. The Trustee makes no repr esentation as to,
and shall have no responsibility for, the sufficiency or adequacy of the insurance.
(b) In the event of a general liability occurrence, the Net Proceeds of liability insurance
carried pursuant to this Section shall be applied toward the extinguishment or satisfaction of the liability
with respect to which such proceeds have been paid.
Section 7.3. Blanket Insurance Policies. JCMG PC may satisfy any of the insurance
requirements set forth in this Article by using blanket policies of insurance, provided each and all of the
requirements and specifications of this Article respecting insurance are complied with.
Section 7.4. Worker’s Compensation. JCMG PC agrees throughout the Lease Term to
maintain or cause to be maintained the worker’s compensation coverage required by the laws of the State
of Missouri.
Section 7.5. Sovereign Immunity. Notwithstanding anything to the contrary contained
herein, nothing in this Lease shall be construed to broaden the liability of the City beyond the provisions
of Sections 537.600 to 537.610 of the Revised Statutes of Missouri or abolish or waive any defense at law
that might otherwise be available to the City or its officers, agents and employees.
ARTICLE VIII
ALTERATION OF THE PROJECT EQUIPMENT
Section 8.1. Additions, Modifications and Improvements to the Project Equipment.
(a) JCMG PC may make such additions, modifications and improvements to any part of the
Project Equipment as JCMG PC from time to time may deem necessary or desirable for its business
purposes. All additions, modifications and improvements made by JCMG PC pursuant to this Section
shall (1) be made in a good and workmanlike manner and in strict compliance with all laws, orders and
ordinances applicable thereto and (2) when commenced, be prosecuted to completion with due diligence.
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(b) Following the Completion Date, any additions of machinery and equipment installed at
the Project Site by JCMG PC shall remain the property of JCMG PC and shall not become part of the
Project Equipment. Such machinery and equipment shall be subject to ad valorem taxes. If for any
reason the Cole County Assessor determines that such additions of machinery and equipment are not
subject to ad valorem taxes, JCMG PC shall make payments in lieu of taxes in an amount equal to the
taxes that would otherwise be due on such machinery and equipment, unless otherwise agreed to by the
City.
Section 8.2. Removal of Project Equipment.
(a) JCMG PC may, if no uncured Event of Default (as defined in Section 12.1) exists and is
continuing, remove from the Project Site and sell, exchange, replace or otherwise dispose of, without
responsibility or accountability to the City or the Trustee with respect thereto, any items of machinery and
equipment, or parts thereof, which constitute a part of the Project Equipment and which have become
inadequate, obsolete, worn out, unsuitable, undesirable, unnecessary or damaged or destroyed by casualty
or otherwise, notwithstanding the provisions of Article IX, or which, in the sound discretion of JCMG
PC, are otherwise no longer useful to JCMG PC in its operations. Before any such removal of any item
of machinery or equipment which constitutes a part of the Project Equipment, JCMG PC shall deliver to
the City and the Trustee a certificate signed by an Authorized JCMG PC Representative containing a
complete description of the machinery or equipment that JCMG PC proposes to remove. Upon request by
JCMG PC, the City will execute and deliver a bill of sale that transfers full and complete title to JCMG
PC of the Project Equipment removed. Notwithstanding anything contained herein to the contrary, title to
any item of the Project Equipment removed from the Project Site as provided herein shall automatically
vest in JCMG PC without further instrument or action, and such vesting of title shall be self -operative
effective upon removal. Any Project Equipment removed from the Project Site shall no longer be entitled
to the tax exemption afforded by virtue of the City’s ownership thereof.
(b) In all cases, JCMG PC shall pay all of the costs and expenses of any such removal and
shall immediately repair at its expense all damage to the Project Site caused thereby. JCMG PC’s right
under this Section to remove machinery and equipment constituting a part of the Project Equipment is
intended only to permit JCMG PC to maintain an efficient operation by the removal of machinery and
equipment that is no longer suitable for any of the reasons set forth in this Section, and such right is not to
be construed to permit a removal under any other circumstances and specifically is not to be construed to
permit JCMG PC to make a wholesale removal of the Project Equipment.
Section 8.3. Permits and Authorizations. JCMG PC shall not do or permit others under its
control to do any work on the Project Site related to any repair, restoration, replacement, modification or
addition to the Project Equipment, or any part thereof, unless all requisite municipal and other
governmental permits and authorizations shall have been first procured. The City agrees to act promptly
on all requests for such municipal permits and authorizations. The City shall cooperate with JCMG PC to
obtain, amend or maintain any existing or future municipal or other governmental permit or authorization
for the Project Equipment which requires the City’s signature, certification or consent as the owner of any
part of the Project Equipment, including executing any required applications, certifications or reports. All
such work shall be done in a good and workmanlike manner and in strict compliance with all applicable
material building and zoning laws and governmental regulations and requirements, and in accordance
with the requirements, rules and regulations of all insurers under the policies required to be carried under
the provisions of Article VII.
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Section 8.4. Mechanics’ Liens.
(a) JCMG PC will not directly or indirectly create, incur, assume or suffer to exist any lien
on or with respect to the Project Equipment, except Permitted Encumbrances, and JCMG PC shall
promptly notify the City of the imposition of any such lien of which JCMG PC is aware and shall
promptly, at its own expense, take such action as may be necessary to fully discharge or release any such
lien. Whenever and as often as any mechanics’ or other similar lien is filed against the Project
Equipment, or any part thereof, purporting to be for or on account of any labor done or materials or
services furnished in connection with any work relating to the Project Equipment, JCMG PC shall
discharge the same of record. Notice is hereby given that the City shall not be liable for any labor,
services or materials furnished to JCMG PC or anyone claiming by, through or under JCMG PC upon
credit, and that no mechanics’ or other similar lien for any such labor, services or materials shall attach to
or affect the reversionary or other estate of the City in and to the Project Equipment or any part thereof.
(b) Notwithstanding paragraph (a) above, and subject to the terms of any Financing
Document executed by JCMG PC in favor and for the benefit of any Financing Party, JCMG PC may
contest any such mechanics’ or other similar lien if JCMG PC (1) within 60 days after JCMG PC
becomes aware of any such lien notifies the City and the Trustee in writing of its intention so to do, (2)
diligently prosecutes such contest, (3) at all times effectively stays or prevents any official or judicial sale
of the Project Equipment, or any part thereof or interest therein, under execution or otherwise, (4)
promptly pays or otherwise satisfies any final judgment adjudging or enforcing such contested lien claim
and (5) thereafter promptly procures record release or satisfaction thereof. JCMG PC may permit the lien
so contested to remain unpaid during the period of such contest and any appeal therefrom unless JCMG
PC is notified by the City that, in the opinion of counsel, by nonpayment of any such items, the interest of
the City in the Project Equipment will be subject to loss or forfeiture. In that event, JCMG PC shall
promptly, at its own expense, take such action as may be reasonably necessary to duly discharge or
remove any such mortgage, pledge, lien, charge, encumbrance or claim if the same shall arise at any time.
JCMG PC shall defend, save and hold harmless the City from any loss, costs or expenses the City may
incur related to any such contest. JCMG PC shall reimburse the City for any expense incurred by it in
connection with the imposition of any such lien or the discharge or removal of any such mortgage,
pledge, lien, charge, encumbrance or claim. The City shall cooperate fully with JCMG PC in any such
contest.
ARTICLE IX
DAMAGE, DESTRUCTION AND CONDEMNATION
Section 9.1. Damage or Destruction.
(a) If the Project Equipment is damaged or destroyed by fire or any other casualty, whether
or not covered by insurance, JCMG PC, as promptly as practicable, shall either (1) make the
determination described in subsection (f) below, or (2) repair, restore, replace or rebuild the same so that
upon completion of such repairs, restoration or replacement of the Project Equipment is of a value not less
than the value thereof immediately before the occurrence of such damage or destruction.
If JCMG PC elects to replace any of the Project Equipment, for all purposes of this Lease, any
reference to the words “Project Equipment” shall be deemed to also include any replacement machinery,
equipment and fixtures.
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Unless JCMG PC makes the determination described in subsection (f) below, the Net Proceeds of
casualty insurance required by Article VII received with respect to such damage or loss to the Project
Equipment shall be used to pay the cost of repairing, restoring or replacing the Project Equipment or any
part thereof. Insurance monies in an amount less than $1,000,000 may be paid to or retained by JCMG
PC to be held in trust and used as provided herein. Insurance monies in any amount of $1,000,000 or
more shall be (i) paid to the Trustee and deposited in the Project Fund and disbursed as provided in
Section 4.4 to pay the cost of repairing, restoring or replacing the Project Equipment or any part thereof,
or (ii) applied as directed in writing by, or on behalf of, the Owners of 100% in principal amount of the
Bonds Outstanding, subject to the rights of any Financing Party. If JCMG PC makes the determination
described in subsection (f) below, the Net Proceeds shall be deposited with the Trustee and used to
redeem Bonds as provided in subsection (f).
(b) If any of the insurance monies paid by the insurance company as hereinabove provided
remain after the completion of such repairs, restoration or replacement, and this Lease has not been
terminated, the excess shall be deposited in the Bond Fund, subject to the rights of any Financing Party,
except as otherwise provided by law. Completion of such repairs, restoration or replacement shall be
evidenced by a certificate of completion delivered by JCMG PC to the City in accordance with the
provisions of Section 4.5. If the Net Proceeds are insufficient to pay the entire cost of such repairs,
restoration or replacement, JCMG PC shall pay the deficiency.
(c) Except as otherwise provided in this Lease, in the event of any such damage by fire or
any other casualty, the provisions of this Lease shall be unaffected and JCMG PC shall remain and
continue to be liable for the payment of all Basic Rent and Additional Rent and all other charges required
hereunder to be paid by JCMG PC, as though no damage by fire or any other casualty has occurred.
(d) The City and JCMG PC agree that they will cooperate with each other, to such exte nt as
such other party may reasonably require, in connection with the prosecution or defense of any action or
proceeding arising out of, or for the collection of any insurance monies that may be due in the event of,
any loss or damage, and that they will execute and deliver to such other parties such instruments as may
be required to facilitate the recovery of any insurance monies.
(e) JCMG PC agrees to give prompt written notice to the City, any Financing Party and the
Trustee with respect to all fires and other casualties occurring in, on, at or about the Project Site causing
(in JCMG PC’s opinion) damage of more than $1,000,000.
(f) If JCMG PC determines that repairing, restoring or replacing the Project Equipment is
not practicable or desirable, or if JCMG PC does not have the right under any Financing Document to use
any Net Proceeds for repair or restoration of the Project Equipment, any Net Proceeds of casualty
insurance required by Article VII received with respect to such damage or loss shall, after payment of all
Additional Rent then due and payable, be paid into the Bond Fund and used to redeem Bonds on the
earliest practicable redemption date or to pay the principal of any Bonds as the same become s due, all
subject to the rights of any Financing Party under the Financing Documents (if any). JCMG PC agrees to
be reasonable in exercising its judgment pursuant to this subsection (f). Alternatively, if JCMG PC is the
sole owner of the Bonds and it has determined that repairing, restoring or replacing the Project Equipment
is not practicable or desirable, it may tender Bonds to the Trustee for cancellation in a principal amount
equal to the Net Proceeds of the casualty insurance and retain such proceeds for its own account.
(g) JCMG PC shall not, by reason of its inability to use all or any part of the Project
Equipment during any period in which the Project Equipment is damaged or destroyed or is being
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repaired, restored, replaced or rebuilt, nor by reason of the payment of the costs of such repairing,
restoring or replacing, be entitled to any reimbursement from the City, the Trustee or the Owners or to
any abatement or diminution of the rentals payable by JCMG PC under this Lease or of any other
obligations of JCMG PC under this Lease except as expressly provided in this Section.
(h) The rights of the City and the Trustee in and to any Net Proceeds are and will at all times
be subject to the rights of any Financing Party.
(i) Nothing herein shall be deemed to authorize JCMG PC to allow an unsafe, dangerous,
unhealthy or injurious condition to exist on the Project Site or any portion thereof, in violation of any
applicable laws, codes and ordinances due to a fire or other casualty.
Section 9.2. Condemnation.
(a) If during the Lease Term, title to, or the temporary use of, all or any part of the Project
Equipment is condemned by or sold under threat of condemnation to any authority possessing the power
of eminent domain, to such extent that the claim or loss resulting from such condemnation is greater than
$1,000,000, JCMG PC shall, within 90 days after the date of entry of a final order in any eminent domain
proceedings granting condemnation or the date of sale under threat of condemnation, notify the City, the
Trustee and any Financing Party under any Financing Document (if any) in writing as to the nature and
extent of such condemnation or loss of title and whether it is practicable and desirable to acquire or install
substitute equipment.
(b) If JCMG PC determines that such substitution is practicable and desirable, JCMG PC
shall proceed promptly with and complete with reasonable dispatch the acquisition of such substitute
equipment, so as to place the Project Equipment in substantially the same condition as existed before the
exercise of the power of eminent domain (which equipment will be deemed a part of the Project
Equipment and available for use by JCMG PC without the payment of any rent other than herein
provided, to the same extent as if such equipment was specifically described herein and demised hereby);
provided, that such equipment will be acquired by the City subject to no liens, security interests or
encumbrances before the lien and/or security interest afforded by the Indenture and this Lease other than
Permitted Encumbrances. In such case, any Net Proceeds received from any award or awards with
respect to the Project Equipment or any part thereof made in such condemnation or eminent domain
proceedings, or of the sale proceeds, shall be applied in the same manner as provided in Section 9.1 (with
respect to the receipt of casualty insurance proceeds).
(c) If JCMG PC determines that it is not practicable or desirable to acquire substitute
equipment, any Net Proceeds of condemnation awards received by JCMG PC shall, after payment of all
Additional Rent then due and payable, be paid into the Bond Fund and shall be used to redeem Bonds on
the earliest practicable redemption date or to pay the principal of any Bonds as the same becomes due and
payable, all subject to the rights of any Financing Party under the Financing Documents (if any).
(d) JCMG PC shall not, by reason of its inability to use all or any part of the Project
Equipment during any such period of acquisition nor by reason of the payment of the costs of such
acquisition, be entitled to any reimbursement from the City, the Trustee or the Owners or to any
abatement or diminution of the rentals payable by JCMG PC under this Lease or of any other obligations
hereunder except as expressly provided in this Section.
(e) The City shall cooperate fully with JCMG PC in the handling and conduct of any
prospective or pending condemnation proceedings with respect to the Project Equipment or any part
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thereof, and shall, to the extent it may lawfully do so, permit JCMG PC to litigate in any such
proceedings in the name and on behalf of the City. In no event will the City voluntarily settle or consent
to the settlement of any prospective or pending condemnation proceedings wi th respect to the Project
Equipment or any part thereof without the prior written consent of JCMG PC or any Financing Party.
Section 9.3. Bondowner Approval. Notwithstanding anything to the contrary contained in
this Article IX, the proceeds of any insurance received subsequent to a casualty or of any condemnation
proceedings (or threats thereof) may before the application thereof by the City or the Trustee be applied as
directed in writing by the Owners or pledgees of 100% of the principal amount of Bonds Outstanding,
subject and subordinate to (a) the rights of the City and the Trustee to be paid all their expenses (including
attorneys’ fees, trustee’s fees and any extraordinary expenses of the City and the Trustee) incurred in the
collection of such gross proceeds and (b) the rights of the City to any amounts then due and payable under
the Performance Agreement. For purposes of this paragraph, the Financing Parties, if any, shall be
deemed a pledgee of the Bonds.
ARTICLE X
SPECIAL COVENANTS
Section 10.1. No Warranty of Condition or Suitability by the City; Exculpation and
Indemnification. The City makes no warranty, either express or implied, as to the condition of the
Project Equipment or that it will be suitable for JCMG PC’s purposes or needs. JCMG PC releases the
City and the Trustee from, agrees that the City and the Trustee shall not be liable for and agrees to hold
the City and the Trustee harmless against, any loss or damage to property or any injury to or death of any
Person that may be occasioned by any cause whatsoever pertaining to the Project Equipment or JCMG
PC’s use thereof, unless such loss is the result of the City’s or the Trustee’s (or their respective
employees, consultants and agents’) negligence or willful misconduct. This provision shall survive
termination of this Lease.
Section 10.2. Surrender of Possession. Upon accrual of the City’s right of re-entry to the
extent provided in Section 12.2(a)(2), JCMG PC shall peacefully surrender possession of the Project
Equipment to the City in good condition and repair; provided, however, JCMG PC may within 90 days
(or such later date as the City may agree to) after the termination of this Lease remove from the Project
Site any furniture, trade fixtures, machinery and equipment owned by JCMG PC and not constituting part
of the Project Equipment . All repairs to and restorations of the Project Equipment required to be made
because of such removal shall be made by and at the sole cost and expense of JCMG PC, and during said
90-day (or extended) period JCMG PC shall bear the sole responsibility for and bear the sole risk of loss
for said furniture, trade fixtures, machinery and equipment owned by JCMG PC and not constituting part
of the Project Equipment. All furniture, trade fixtures, machinery and equipment owned by JCMG PC
and which are not so removed from the Project Site before the expiration of said period shall be the
separate and absolute property of the City. Notwithstanding the foregoing, if JCMG PC has paid all
obligations due and owing under the Indenture (or such obligations have been cancele d), this Lease and
the Performance Agreement, the City shall convey the Project Equipment in accordance with Section
11.2.
Section 10.3. Right of Access to the Project Equipment. The City may conduct such
periodic inspections of the Project Equipment as may be generally provided in the City’s municipal code.
In addition, JCMG PC agrees that the City and the Trustee and their duly authorized agents may, at
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reasonable times during normal business hours and, except in the event of emergencies, upon not less than
two Business Days’ prior notice, subject to JCMG PC’s usual business, proprietary, safety, confidentiality
and security requirements, enter upon the Project Site (a) to examine and inspect the Project Equipment
without interference or prejudice to JCMG PC’s operations, (b) to monitor the acquisition and installation
of the Project Equipment provided for in Section 4.2 as may be reasonably necessary, (c) to examine all
files, records, books and other materials in JCMG PC’s possession pertaining to the acquisition,
installation or maintenance of the Project Equipment, or (d) upon either (1) the occurrence and
continuance of an Event of Default or (2) JCMG PC’s failure to purchase the Project Equipment at the
end of the Lease Term, to exhibit the Project Equipment to prospective purchasers, lessees or trustees.
Section 10.4. Financing Arrangements.
(a) Subject to Sections 10.4(b) and (c), if no Event of Default under this Lease has happened
and is continuing, the City agrees that it will execute and deliver and will cause and direct the Trustee in
writing to execute and deliver any instrument necessary or appropriate to confirm and grant, release or
terminate any sublease, license, or any such agreement or other arrangement, upon receipt by the City and
the Trustee of: (1) a copy of the instrument of grant, release or termination or of the agreement or other
arrangement, (2) a written application signed by an Authorized JCMG PC Representative requesting such
instrument, and (3) a certificate executed by an Authorized JCMG PC Representative stating that such
grant, release or termination is not detrimental to the proper conduct of the business of JCMG PC, will
not impair the effective use or interfere with the efficient and economical operation of the Project
Equipment, will not materially adversely affect the security intended to be given by or under the
Indenture and will be a Permitted Encumbrance, and that JCMG PC will defend, indemnify and save and
hold harmless the City from and against all claims, demands, costs, liabilities, damages or expenses,
including attorneys’ fees, arising from the execution and delivery of any instrument, agreement or other
arrangement pursuant to this Section. If no Event of Default has happened and is continuing beyond any
applicable grace period, any payments or other consideration received by JCMG PC for any such grant or
with respect to or under any such agreement or other arrangement shall be and remain the property of
JCMG PC; but, subject to Sections 10.4(b) and (c), upon (A) termination of this Lease for any reason
other than the redemption of the Bonds and/or the purchase of the Project Equipment by JCMG PC or (B)
the occurrence and continuance of an Event of Default by JCMG PC, all rights then existing of JCMG PC
with respect to or under such grant, agreement or other arrangement shall inure to the benefit of and be
exercisable by the City and the Trustee.
(b) The City acknowledges and agrees that JCMG PC may finance and refinance its rights
and interests in the Project Equipment, this Lease and the leasehold estate created hereby and, in
connection therewith, JCMG PC may execute Financing Documents with one or more Financing Parties.
Notwithstanding anything contained to the contrary in this Lease, JCMG PC may, at any time and from
time to time, with prior notice to but without the consent of the City, (1) execute one or more Financing
Documents upon the terms contained in this Section 10.4 and (2) sublease or assign this Lease, the
leasehold estate or any sublease and rights in connection therewith, and/or grant liens or security interests
therein, to any Financing Party. Any further sublease or assignment by any Financing Party shall be
subject to the provisions of Section 13.1.
(c) Upon notice by JCMG PC to the City in writing that JCMG PC has executed one or more
Financing Documents under which it has granted rights in this Lease to a Financing Party, which includes
the name and address of such Financing Party, then the following provisions shall apply in respect of each
such Financing Party and any Financing Party existing as of the date of the execution and delivery hereof:
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(1) there shall be no merger of this Lease or of the leasehold estate created hereby
with legal title to the Project Equipment, notwithstanding that this Lease or said leasehold estate
and said legal title shall be owned by the same Person or Persons, without the prior written
consent of each such Financing Party;
(2) the City shall serve upon each such Financing Party (at the address, if any,
provided to the City) a copy of each notice of the occurrence of an Event of Default and each
notice of termination given to JCMG PC under this Lease, at the same time as such notice is
served upon JCMG PC. No such notice to JCMG PC shall be effective unless a copy thereof is
thus served upon each Financing Party;
(3) each such Financing Party shall have the same period of time which JCMG PC
has, after the service of any required notice upon it, within which to remedy or cause to be
remedied any payment default under this Lease which is the basis of the notice plus 30 days, and
the City shall accept performance by any Financing Party as timely performance by JCMG PC;
(4) the City may exercise any of its rights or remedies with respect t o any other
Event of Default by JCMG PC, subject to the rights of the Financing Parties under this
Section 10.4(c) as to such other Events of Default;
(5) upon the occurrence and continuance of an Event of Default by JCMG PC under
this Lease, other than a default in the payment of money, the City shall take no action to effect a
termination of this Lease by service of a notice or otherwise, without first giving notice thereof to
each such Financing Party and permitting each such Financing Party (or its designee, nominee,
assignee or transferee) a reasonable time within which to remedy such default in the case of an
Event of Default which is susceptible of being cured (provided that the period to remedy such
Event of Default shall continue beyond any period set forth in this Lease to effect said cure so
long as the Financing Party (or its designee, nominee, assignee or transferee) is diligently
prosecuting such cure); provided that the Financing Party (or its designee, nominee, assignee or
transferee) shall pay or cause to be paid to the City and the Trustee all expenses, including
reasonable attorneys’ fees, court costs and disbursements incurred by the City or the Trustee in
connection with any such default;
(6) each such Financing Party (and its designees, nominees, assignees or transferees)
may enter the Project Site and possess and use the Project Equipment at such reasonable times
and manner as are necessary or desirable to effectuate the remedies and enforce its respective
rights under its respective Financing Documents;
(7) this Lease may not be modified, amended, canceled or surrendered by agreement
between the City and JCMG PC, without prior written consent of each such Financing Party; and
(8) any Financing Party may on behalf of JCMG PC and without the consent of
JCMG PC, but only after having first caused the redemption of the Bonds, exercise the right to
purchase the Project Equipment pursuant to Section 11.1, upon compliance with the provisions of
that Section. JCMG PC agrees that the City will have no liability for taking direction from any
Financing Party in connection with a conveyance of the Project Equipment back to JCMG PC
pursuant to Article XI.
(d) In connection with the execution of one or more Financing Documents and upon the
request of JCMG PC, the City agrees to execute such documents as shall be reasonably requested by a
Financing Party and which are usual and customary in connection with the closing of the financing or
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refinancing pursuant to the Financing Documents. JCMG PC agrees to reimburse the City for any and all
costs and expenses incurred by the City pursuant to this Section, including reasonable attorneys’ fees and
expenses, in complying with such request.
(e) JCMG PC’s obligations under any Financing Document relating to the Project Equipment
entered into after the date of execution of this Lease shall be subordinate to JCMG PC’s obligations under
this Lease.
Section 10.5. Indemnification of City and Trustee. JCMG PC shall defend, indemnify and
save and hold harmless the City and the Trustee and their governing body members, officers, agents and
employees from and against all claims, demands, costs, liabilities, damages or expenses, including
attorneys’ fees, by or on behalf of any Person, firm or corporation arising from the issuance of the Bonds
and the execution of the Performance Agreement, this Lease (or any instrument requested by JCMG PC
pursuant to Section 10.4) or the Indenture and from the conduct or management of, or from any work or
thing done on the Project Equipment during the Lease Term, and against and from all claims, demands,
costs, liabilities, damages or expenses, including attorneys’ fees, arising during the Lease Term from
(a) any condition of the Project Equipment, (b) any breach or default on the part of JCMG PC in the
performance of any of its obligations under the Performance Agreement, this Lease , or any related
document, (c) any contract entered into in connection with the purchase and installation of the Project
Equipment (including mechanics’ liens), (d) any act of negligence of JCMG PC or of any of its agents,
contractors, servants, employees or licensees, (e) unless JCMG PC has been released from liability
pursuant to Section 13.1(c), any act of negligence of any assignee or sublessee of JCMG PC, or of any
agents, contractors, servants, employees or licensees of any assignee or sublessee of JCMG PC, (f)
obtaining any applicable state and local sales and use tax exemptions for materials or goods that become
part of the Project Equipment, and (g) any violation of Section 107.170 of the Revised Statutes of
Missouri; provided, however, the indemnification contained in this Section 10.5 shall not extend to the
City to the extent that such claims, demands, costs, liabilities, damages or expenses, including attorneys’
fees, are the result of work being performed at the Project Site by employees of the City, and shall not
extend to the City or the Trustee, as applicable, to the extent such claims, demands, costs, liabilities,
damages or expenses, including attorneys’ fees, are the result of willful misconduct by the City or the
Trustee, respectively. Upon obtaining actual knowledge of the event giving rise to the indemnification
contained in this Section 10.5, the City or the Trustee shall provide prompt written notice of any such
claim or demand to JCMG PC; provided that failure to give such notice shall not affect the rights of the
City or the Trustee to receive such indemnity. JCMG PC shall defend them or either of them in any such
action or proceeding; provided, the City shall cooperate with JCMG PC and provide reasonable assistance
in such defense. All costs related to the defense of the City or the Trustee shall be paid by JCMG PC.
This Section 10.5 shall survive any termination of the Performance Agreement and this Lease or the
satisfaction and discharge of the Indenture.
Section 10.6. Depreciation and Other Tax Benefits. This Lease is intended to convey to
JCMG PC all of the benefits and burdens of ownership and to cause JCMG PC to be treated as the owner
of the Project Equipment for federal income tax purposes. The Trustee, JCMG PC and the City agree to
treat this Lease in a manner consistent with such treatment. JCMG PC alone shall be entitled to all of the
federal income tax attributes of ownership of the Project Equipment, including without limitation the right
to claim depreciation, amortization deductions, investment tax credits or any other tax benefits. The City
agrees that any depreciation, amortization deductions, investment tax credits or any other tax benefits
with respect to the Project Equipment or any part thereof shall be made available to JCMG PC, and the
City will fully cooperate with JCMG PC in any effort by JCMG PC to avail itself of any such
depreciation, amortization deductions, investment tax credits or other tax benefits.
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Section 10.7. JCMG PC to Maintain its Existence. JCMG PC agrees that until the Bonds are
paid or payment is provided for in accordance with the terms of the Indenture, it will maintain its
existence, and will not dissolve or otherwise dispose of all or substantially all of its assets; provided,
however, that JCMG PC may, without violating the agreement contained in this Section, consolidate with
or merge into another Person or permit one or more other Persons to consolidate with or merge into it, or
may sell or otherwise transfer to another Person all or substan tially all of its assets as an entirety and
thereafter dissolve or convert into a different type of legal entity, if the surviving, resulting or transferee
Person (a) expressly assumes in writing all of the obligations of JCMG PC contained in this Lease and (1)
has a long-term debt rating or is controlled by or under common control with an entity with a long-term
debt rating in any of the top three long-term debt rating categories of a nationally-recognized rating
service or (2) is controlled by, under common control with or controls JCMG PC, or (b) is otherwise
approved by the City Council. This Section does not limit JCMG PC’s transfer rights under Section 13.1.
Section 10.8. Security Interests. The City and JCMG PC hereby authorize the Trustee to file
all appropriate financing and continuation statements as may be required under the Uniform Commercial
Code in order to fully preserve and protect the security of the Owners and the rights of the Trustee under
the Indenture. Upon the written instructions of the Owners or pledgees of 100% of the Bonds then-
Outstanding, the Trustee shall file all continuation instruments the Owners deem necessary to be filed and
shall continue or cause to be continued such instruments for so long as the Bonds are Outstanding. The
City and JCMG PC shall cooperate with the Trustee in this regard by providing such information as the
Trustee may require to file or renew such statements. The Trustee shall maintain a file showing a
description of all Project Equipment, said file to be compiled from information furnished to the Trustee
pursuant to Sections 4.2, 4.4 and 8.2 hereof.
ARTICLE XI
OPTION AND OBLIGATION TO PURCHASE THE PROJECT EQUIPMENT
Section 11.1. Option to Purchase the Project Equipment. JCMG PC shall have, and is
hereby granted, the option to purchase all or any portion of the Project Equipment at any time, upon
payment in full or redemption of the Outstanding Bonds to be redeemed or provision for their payment or
redemption having been made pursuant to Article XIII of the Indenture. To exercise such option, JCMG
PC shall (a) give written notice to the City and to the Trustee, and shall specify therein the date of closing
of such purchase, which date shall be not less than 15 nor more than 90 days from the date such notice is
mailed, (b) provide evidence of payment of all personal property taxes with respect to the Project
Equipment, and (c) in case of a redemption of the Bonds in accordance with the provisions of the
Indenture, JCMG PC shall make arrangements satisfactory to the Trustee for the giving of the required
notice of redemption. Notwithstanding the foregoing, if the City or the Trustee provides notice of its
intent to exercise its remedies hereunder upon an Event of Default (a “Remedies Notice”), JCMG PC
shall be deemed to have exercised its purchase option under this Section on the 29th day following the
issuance of the Remedies Notice without any further action by JCMG PC; provided said Remedies Notice
has not been rescinded by such date (such option to take place on the 29th day following the issuance of
the Remedies Notice). JCMG PC may rescind such exercise by providing written notice to the City and
the Trustee on or before the 29th day and by taking such action as may be required to cure the default that
led to the giving of the Remedies Notice. The purchase price payable by JCMG PC in the event of its
exercise of the option granted in this Section shall be the sum of the following:
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(1) an amount of money which, when added to the amount then on deposit in the
Bond Fund, will be sufficient to redeem all or a portion of the then-Outstanding Bonds on the
earliest redemption date next succeeding the closing date, including, without limitation, principal
and interest to accrue to said redemption date and redemption expense, or JCMG PC, as sole
Owner of the Bonds, can tender the Outstanding principal amount of the Bonds for cancellation
with instructions that such tender is in lieu of payment of the amount sufficient to redeem the
then-Outstanding Bonds as provided in Section 11.5; plus
(2) an amount of money equal to the Trustee’s and the Paying Agent’s agreed to and
reasonable fees, charges and expenses under the Indenture accrued and to accrue until such
redemption of the Bonds; plus
(3) an amount of money equal to the City’s reasonable charges and expenses
incurred in connection with JCMG PC exercising its option to purchase all or a portion of the
Project Equipment; plus
(4) an amount of money equal to all payments due and payable pursuant to the
Performance Agreement through the end of the calendar year in which the date of purchase
occurs; plus
(5) the sum of $10.00.
Section 11.2. Conveyance of the Project Equipment. At the closing of the purchase of the
Project Equipment pursuant to this Article, the City will upon receipt of the purchase price deliver to
JCMG PC the following:
(a) a release from the Trustee of the Project Equipment from the lien and/or security
interest of the Indenture and this Lease and appropriate termination of financing statements as
required under the Uniform Commercial Code; and
(b) documents, including without limitation a bill of sale as to the Project
Equipment, conveying to JCMG PC legal title to the Project Equipment, as it then exists, subject
to the following: (1) those liens and encumbrances, if any, to which title to the Project
Equipment was subject when conveyed to the City; (2) those liens and encumbrances created by
JCMG PC or to the creation or suffering of which JCMG PC consented; (3) those liens and
encumbrances resulting from the failure of JCMG PC to perform or observe any of the
agreements on its part contained in this Lease; (4) Permitted Encumbrances other than the
Indenture and this Lease; and (5) if the Project Equipment or any part thereof is being
condemned, the rights and title of any condemning authority.
Section 11.3. Relative Position of Option and Indenture. The option to purchase the Project
Equipment granted to JCMG PC in this Article shall be and remain prior and superior to the Indenture and
may be exercised whether or not JCMG PC is in default under this Lease, provided that such option will
not result in nonfulfillment of any condition to the exercise of any such option (including the payment of
all amounts specified in Section 11.1) and further provided that the option herein granted shall terminate
upon the termination of this Lease.
Section 11.4. Obligation to Purchase the Project Equipment. JCMG PC hereby agrees to
purchase, and the City hereby agrees to sell, the Project Equipment upon the occurrence of (a) the
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expiration of the Lease Term following full payment of the Bonds or provision for payment thereof
having been made in accordance with the provisions of the Indenture, (b) payment of the sum of the items
set forth in Sections 11.1(1)-(5), (c) payment of all personal property taxes due with respect to the Project
Equipment, and (d) the final payment due under the Performance Agreement. The amount of the
purchase price under this Section shall be an amount sufficient to redeem all of the then-Outstanding
Bonds, plus all payments due and payable pursuant to the Performance Agreement through the end of the
calendar year in which the date of purchase occurs, plus accrued interest and the reasonable fees and
expenses of the City and the Trustee.
Section 11.5. Right of Set-Off. At its option, to be exercised at least five days before the date
of closing of such purchase under this Article XI, JCMG PC may deliver to the Trustee for cancellation
Bonds not previously paid, and JCMG PC shall receive a credit against the purchase price payable by
JCMG PC in an amount equal to 100% of the principal amount of the Bonds so delivered for cancellation,
plus the accrued interest thereon. JCMG PC may set-off any payment obligation under this Article XI by
tendering a corresponding amount of the Bonds to the Trustee for cancellation.
ARTICLE XII
DEFAULTS AND REMEDIES
Section 12.1. Events of Default. If any one or more of the following events occurs and is
continuing, it is hereby defined as and declared to be and to constitute an “Event of Default” under this
Lease:
(a) default in the due and punctual payment of Basic Rent or Additional Rent within
10 days after written notice thereof from the City to JCMG PC and any Financing Party; or
(b) default in the due observance or performance of any other covenant, agreement,
obligation or provision of this Lease on JCMG PC’s part to be observed or performed, and such
default continues for 60 days after the City or the Trustee has given JCMG PC and any Financing
Party written notice specifying such default (or such longer period as is reasonably required to
cure such default, provided that (1) JCMG PC or any Financing Party, as applicable, has
commenced such cure within said 60-day period, and (2) JCMG PC or any Financing Party, as
applicable, diligently prosecutes such cure to completion); or
(c) JCMG PC: (1) admits in writing its inability to pay its debts as they become due;
or (2) files a petition in bankruptcy or for reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under the United States Bankruptcy Code,
as now or in the future amended, or any other similar present or future federal or state statute or
regulation, or files a pleading asking for such relief; or (3) makes an assignment for the benefit of
creditors; or (4) consents to the appointment of a trustee, receiver or liquidator for all or a
substantial portion of its property or fails to have the appointment of any trustee, receiver or
liquidator made without JCMG PC’s consent or acquiescence, vacated or set aside; or (5) is
finally adjudicated as bankrupt or insolvent under any federal or state law; or (6) is subject to any
proceeding, or suffers the entry of a final and non-appealable court order, under any federal or
state law appointing a trustee, receiver or liquidator for all or a substantial portion of its property
or ordering the winding-up or liquidation of its affairs, or approving a petition filed against it
under the United States Bankruptcy Code, as now or in the future amended, which order or
proceeding, if not consented to by it, is not dismissed, vacated, denied, set aside or stayed within
90 days after the day of entry or commencement; or (7) suffers a writ or warrant of attachment or
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any similar process to be issued by any court against all or any substantial portion of its property,
and such writ or warrant of attachment or any similar process is not contested, stayed or released
within 60 days after the final entry or levy or after any contest is finally adjudicated or any stay is
vacated or set aside; or
(d) an Event of Default on the part of JCMG PC under the Performance Agreement,
as defined in Section 6.1 thereof.
The Trustee shall give each Financing Party notice of the occurrence of any Event of Default of
which the Trustee has notice pursuant to the terms of the Indenture. Any Financing Party may, at its
election, but shall have no obligation to, cure such Event of Default.
Section 12.2. Remedies on Default.
(a) If any Event of Default referred to in Section 12.1 has occurred and continues beyond the
period provided to cure, then the City may at the City’s election (subject, however, to any restrictions
against acceleration of the maturity of the Bonds or termination of this Lease in the Indenture), then or at
any time thereafter, and while such default continues, take any one or more of the following actions , in
addition to the remedies provided in Section 12.5:
(1) cause all amounts payable with respect to the Bonds for the remainder of the term
of this Lease to become due and payable, as provided in the Indenture; or
(2) give JCMG PC written notice of intention to terminate this Lease on a date
specified therein, which date shall not be earlier than 60 days after such notice is given, and if all
defaults have not then been cured, on the date so specified, the Owners shall tender or be deemed
to have tendered the Outstanding principal amount of the Bonds for cancellation with instruction
that such tender is in lieu of payment in accordance with Section 11.5, JCMG PC’s rights to
possession of the Project Equipment shall cease and this Lease shall thereupon be terminated, and
the City may re-enter and take possession of the Project Equipment, or the City may convey the
Project Equipment to JCMG PC and bring an action against JCMG PC for the purchase price of
the Project Equipment under Section 11.1; provided, however, if JCMG PC has paid all
obligations due and owing under the Indenture, this Lease, and the Performance Agreement, the
City shall convey the Project Equipment in accordance with Section 11.2. JCMG PC’s rights to
cause the conveyance of the Project Equipment in accordance with Section 11.2 shall survive the
expiration or termination of this Lease.
(b) If the City defaults on any of its obligations under this Lease, JCMG PC’s sole remedy
for such default shall be to sue for specific performance of this Lease.
Section 12.3. Survival of Obligations. JCMG PC covenants and agrees with the City and the
Owners that its obligations under this Lease shall survive the cancellation and termination of this Lease,
for any cause, and that JCMG PC shall continue to pay the Basic Rent and Additional Rent (to the extent
the Bonds remain Outstanding) and perform all other obligations provided for in this Lease, all at the time
or times provided in this Lease; provided, however, that upon (a) the payment of all Basic Rent and
Additional Rent required under Article V, (b) the satisfaction and discharge of the Indenture under
Section 1301 thereof, and (c) JCMG PC’s exercise of the purchase option contained in Article XI, JCMG
PC’s obligations under this Lease shall thereupon cease and terminate in full, except that the
indemnification contained in Article X and the obligations with respect to compensation of the City and
the Trustee shall not so terminate.
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Section 12.4. Performance of JCMG PC’s Obligations by the City. Upon an Event of
Default, the City, or the Trustee in the City’s name, may (but shall not be obligated so to do) upon the
continuance of such failure on JCMG PC’s part for 60 days after written notice of such failure is given to
JCMG PC by the City or the Trustee, and without waiving or releasing JCMG PC from any obligation
hereunder, as an additional but not exclusive remedy, make any such payment or perform any such
obligation, and all reasonable sums so paid by the City or the Trustee and all necessary incidental
reasonable costs and expenses incurred by the City or the Trustee (including, without limitation,
attorneys’ fees and expenses) in performing such obligation shall be deemed Additional Rent and shall be
paid to the City or the Trustee on demand, and if not so paid by JCMG PC, the City or the Trustee shall
have the same rights and remedies provided for in Section 12.2 in the case of default by JCMG PC in the
payment of Basic Rent.
Section 12.5. Rights and Remedies Cumulative. The rights and remedies reserved by the
City and JCMG PC hereunder are in addition to those otherwise provided by law and shall be construed
as cumulative and continuing rights. No one of them shall be exhausted by the exercise thereof on one or
more occasions. The City and JCMG PC shall each be entitled to specific performance and injunctive or
other equitable relief for any breach or threatened breach of any of the provisions of this Lease,
notwithstanding the availability of an adequate remedy at law, and each party hereby waives the right to
raise such defense in any proceeding in equity. Notwithstanding anything in this Section 12.5 or
elsewhere in this Lease to the contrary, however, JCMG PC’s option to purchase the Project Equipment
as provided in Article XI hereof shall not be terminated upon an Event of Default unless and until this
Lease is terminated to the extent permitted pursuant to Section 12.2 hereof. The parties agree that no
provision of this Lease shall be construed to allow the City to require JCMG PC to acquire or install the
Project Equipment or to retain or create jobs.
Section 12.6. Waiver of Breach. No waiver of any breach of any covenant or agreement
herein contained shall operate as a waiver of any subsequent breach of the same covenant or agreement or
as a waiver of any breach of any other covenant or agreement, and in case of a breach of any covenant,
agreement or undertaking by JCMG PC, the City may nevertheless accept from JCMG PC any payment
or payments hereunder without in any way waiving the City’s right to exercise any of its rights and
remedies provided for herein with respect to any such default or defaults of JCMG PC which were in
existence at the time such payment or payments were accepted by the City.
Section 12.7. Trustee’s Exercise of the City’s Remedies. Whenever any Event of Default has
occurred and is continuing, the Trustee may, but except as otherwise provided in the Indenture shall not
be obligated to, exercise any or all of the rights of the City under this Article, upon notice as required of
the City unless the City has already given the required notice. In addition, the Trustee shall have available
to it all of the remedies prescribed by the Indenture.
ARTICLE XIII
ASSIGNMENT AND SUBLEASE
Section 13.1. Assignment; Sublease.
(a) JCMG PC may sublease, assign, transfer, encumber or dispose of this Lease or any
interest herein or part hereof for any lawful purpose under the Act, and sublease, license or otherwise
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grant rights to use the Project Equipment upon providing written notice to the City. Except as otherwise
provided in this Section or in Section 10.4 hereof, JCMG PC must obtain the City’s prior written consent
to any such disposition, unless such disposition is (1) to an entity controlled by or under common control
with or controlling JCMG PC, (2) to an entity into which JCMG PC is being merged or consolidated, or
(3) an assignment to any Financing Party.
(b) With respect to any assignment, JCMG PC shall comply with the following conditions:
(1) JCMG PC shall notify the City and the Trustee of the assignment in writing;
(2) such assignment shall be in writing, duly executed and acknowledged by the
assignor and in proper form for recording;
(3) such assignment shall include the entire then unexpired term of this Lease; and
(4) a duplicate original of such assignment shall be delivered to the City and the
Trustee within 10 days after the execution thereof, together with an assumption agreement, duly
executed and acknowledged by the assignee and in proper form for recording, by which the
assignee shall assume all of the terms, covenants and conditions of this Lease on the part of
JCMG PC to be performed and observed.
(c) Any assignee of all the rights of JCMG PC shall agree to be bound by the terms of this
Lease, the Performance Agreement and any other documents related to the issuance of the Bonds to
which JCMG PC is a party. Upon such assignment of all the rights of JCMG PC and agreement by the
assignee to be bound by the terms of this Lease, the Performance Agreement and any other documents
related to the issuance of the Bonds to which JCMG PC is a party, JCMG PC shall be released from and
have no further obligations under this Lease, the Performance Agreement or any other documents related
to the issuance of the Bonds.
Section 13.2. Assignment of Revenues by City. The City shall assign and pledge any rents,
revenues and receipts receivable under this Lease to the Trustee pursuant to the Indenture as security for
payment of the principal of, interest and premium, if any, on the Bonds, and JCMG PC hereby consents to
such pledge and assignment.
Section 13.3. Restrictions on Sale or Encumbrance of Project Equipment by City. During
the Lease Term, the City agrees that, except to secure the Bonds to be issued pursuant to the Indenture and
except to enforce its rights under Section 12.2, it will not sell, assign, encumber, mortgage, transfer or
convey the Project Equipment or any interest therein.
ARTICLE XIV
AMENDMENTS, CHANGES AND MODIFICATIONS
Section 14.1. Amendments, Changes and Modifications. Except as otherwise provided in
this Lease or in the Indenture, subsequent to the issuance of the Bonds and before the payment in full of
the Bonds (or provision for the payment thereof having been made in accordance with the provisions of
the Indenture), this Lease may not be effectively amended, changed, modified, altered or terminated
without the prior written consent of the Trustee, given in accordance with the provisions of the Indenture,
which consent, however, shall not be unreasonably withheld, and the written consent of all of the Owners
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and any Financing Party.
ARTICLE XV
MISCELLANEOUS PROVISIONS
Section 15.1. Notices. All notices, certificates or other communications required or desired to
be given hereunder shall be in writing and shall be deemed duly given when (a) mailed by registered or
certified mail, postage prepaid, or (b) sent by overnight delivery or other delivery service which requires
written acknowledgment of receipt by the addressee, addressed as follows:
(1) To the City:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
with a copy to:
City Counselor
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
(2) To the Trustee:
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
Attention: Corporate Trust Department
(3) To JCMG PC:
Jefferson City Medical Group
1241 W. Stadium Boulevard
Jefferson City, Missouri 65109
Attention: Chief Financial Officer
with a copy to:
Gibbs Pool and Turner, P.C.
3225 Emerald Lane, Suite A
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Jefferson City, Missouri
Attention: Hallie. H. Gibbs
All notices given by certified or registered mail as aforesaid shall be deemed fully given as of the
date they are so mailed, provided, however, that notice to the Trustee shall be effective only upon receipt.
A duplicate copy of each notice, certificate or other communication given hereunder by either the City or
JCMG PC to the other shall also be given to the Trustee. The City, JCMG PC and the Trustee may from
time to time designate, by notice given hereunder to the others of such parties, such other addresses to
which subsequent notices, certificates or other communications shall be sent.
Section 15.2. City Shall Not Unreasonably Withhold Consents and Approvals. Wherever
in this Lease it is provided that the City shall, may or must give its approval or consent, or execute
supplemental agreements or schedules, the City shall not unreasonably, arbitrarily or unnecessarily
withhold or refuse to give such approvals or consents or refuse to execute such supplemental agreements
or schedules; provided, however, that nothing in this Lease shall be interpreted to affect the City’s rights
to approve or deny any additional project or matter unrelated to the Project Equipment, and the Project
Equipment remains subject to zoning, building permit or other regulatory approvals by the City.
Section 15.3. Net Lease. The parties hereto agree (a) that this Lease shall be deemed and
construed to be a net lease, (b) that the payments of Basic Rent are designed to provide the City and the
Trustee funds adequate in amount to pay all principal of and interest accruing on the Bonds as the same
becomes due and payable, (c) that to the extent that the payments of Basic Rent are not sufficient to
provide the City and the Trustee with funds sufficient for the purposes aforesaid, JCMG PC shall be
obligated to pay, and it does hereby covenant and agree to pay, upon demand therefor, as Additional Rent,
such further sums of money, in cash, as may from time to time be required for such purposes, and (d) that
if after the principal of and interest on the Bonds and all costs incident to the payment of the Bonds
(including the fees and expenses of the City and the Trustee) have been paid in full the Trustee or the City
holds unexpended funds received in accordance with the terms hereof, such unexpended funds shall, after
payment therefrom of all sums then due and owing by JCMG PC under the terms of this Lease, and
except as otherwise provided in this Lease and the Indenture, become the absolute property of and be paid
over forthwith to JCMG PC.
Section 15.4. Limitation on Liability of City. No provision, covenant or agreement contained
in this Lease, the Indenture or the Bonds, or any obligation herein or therein imposed upon the City, or the
breach thereof, shall constitute or give rise to or impose upon the City a pecuniary liability or a charge
upon the general credit or taxing powers of the City or the State of Missouri.
Section 15.5. Governing Law. This Lease shall be construed in accordance with and governed
by the laws of the State of Missouri.
Section 15.6. Binding Effect. This Lease shall be binding upon and shall inure to the benefit
of the City and JCMG PC and their respective successors and assigns.
Section 15.7. Severability. If for any reason any provision of this Lease shall be determined to
be invalid or unenforceable, the validity and enforceability of the other provisions hereof shall not be
affected thereby.
Section 15.8. Execution in Counterparts. This Lease may be executed in several
counterparts, each of which shall be deemed to be an original and all of which shall constitute but one and
the same instrument.
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Section 15.9. Electronic Transaction. The parties agree that the transaction described herein
may be conducted and related documents may be sent, received or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action or suit in the appropriate court of law.
Section 15.10. City Consent and Approvals. Pursuant to the Ordinance, the Mayor is
authorized to execute all documents on behalf of the City (including documents pertaining to the transfer
of property or the financing or refinancing of the Project Equipment by JCMG PC and such and similar
documents as may be requested by JCMG PC) as may be required to carry out and comply with the intent
of the Ordinance, the Indenture and this Lease. The Mayor is also authorized, unless expressly prohibited
herein, to grant on behalf of the City such consents, estoppels and waivers relating to the Bonds, the
Indenture, this Lease, or the Performance Agreement as may be requested during the term hereof;
provided, such consents, estoppels and/or waivers shall not increase the principal amount of the Bonds,
increase the term of this Lease or adversely affect the tax exemption as provided for herein, waive an
Event of Default or materially change the nature of the transaction unless approved by the City Council.
Section 15.11. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, JCMG PC certifies it is not currently engaged in and shall not, for the
duration of this Lease, engage in a boycott of goods or services from (a) the State of Israel, (b) companies
doing business in or with the State of Israel or authorized by, licensed by or organized under the laws of
the State of Israel or (c) persons or entities doing business in the State of Israel.
[Remainder of Page Intentionally Left Blank]
Personal Property Lease Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed in their
respective names by their duly authorized signatories, all as of the date first above written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Personal Property Lease Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-2
JEFFERSON CITY MEDICAL GROUP, P.C.,
a Missouri professional corporation
By:
Name:
Title:
A-1
EXHIBIT A
PROJECT SITE
The real property located in Cole County, Missouri, upon which the Project Equipment is located
or will be located, as more specifically described below:
B-1
EXHIBIT B
FORM OF REQUISITION CERTIFICATE
Requisition No. _____
Date: _______________
REQUISITION CERTIFICATE
TO: BOKF, N.A., AS TRUSTEE UNDER A PERSONAL PROPERTY TRUST INDENTURE
DATED AS OF DECEMBER 1, 2022, BETWEEN THE CITY OF JEFFERSON,
MISSOURI, AND THE TRUSTEE, AND THE PERSONAL PROPERTY LEASE
AGREEMENT DATED AS OF DECEMBER 1, 2022, BETWEEN THE CITY OF
JEFFERSON, MISSOURI, AND JEFFERSON CITY MEDICAL GROUP, PC..
The undersigned Authorized JCMG PC Representative hereby states and certifies that:
1. A total of $__________ is requested to pay for Project Costs of the Project Equipment.
The total amount of this requisition and all prior requisitions for Project Costs is as follows:
Date of Project Costs
Amount Submitted in
this Requisition
Requisitions Submitted to Date
(Including this Requisition)
2. A total of $__________ has been requested to pay for all Project Costs to date, including
the Project Costs listed above, which amount is less than $2,100,000.
3. Said Project Costs shall be paid in whole from Bond proceeds in such amounts, to such
payees and for such purposes as set forth on Schedule 1 hereto.
4. Set forth on Schedule 2 hereto is a description of the Project Equipment acquired, which
is being paid for in whole from Bond proceeds pursuant to this Requisition Certificate. Attached hereto
as Exhibit A is the Bill of Sale transferring said Project Equipment to the City.
5. Each of the items for which payment is requested are or were desirable and appropriate in
connection with the purchase and installation of the Project Equipment, have been properly incurred and
are a proper charge against the Project Fund, have been paid by JCMG PC or are justly due to the Persons
whose names and addresses are stated on Schedule 1 and have not been the basis of any previous
requisition from the Project Fund.
6. As of this date, except for the amounts referred to above, to the best of my knowledge
there are no outstanding disputed statements for which payment is requested for labor, wages, materials,
supplies or services in connection with the purchase and installation of the Project Equipment which, if
B-2
unpaid, might become the basis of a vendor’s, mechanic’s, laborer’s or materialman’s statutory or similar
lien upon the Project Equipment or any part thereof.
7. Capitalized words and terms used in this Requisition Certificate have the meanings given
to such words and terms in Section 101 of the Personal Property Trust Indenture.
JEFFERSON CITY MEDICAL GROUP, P.C.
By:
Authorized JCMG PC Representative
Approved this _____ day of ____________________, 20___.
CITY OF JEFFERSON, MISSOURI
By:
Authorized City Representative
B-3
SCHEDULE 1 TO REQUISITION CERTIFICATE
PROJECT COSTS
Payee and Address
Description
Amount
B-4
SCHEDULE 2 TO REQUISITION CERTIFICATE
PROJECT EQUIPMENT
Item (Description)
Serial, Identification or
Account Number
Taxable Cost
of Equipment
Non-Taxable Cost
of Equipment
B-5
EXHIBIT A TO REQUISITION CERTIFICATE
BILL OF SALE
JEFFERSON CITY MEDICAL GROUP, P.C., a Missouri professional corporation (“Seller”),
in connection with that certain Personal Property Lease Agreement dated as of December 1, 2022 (the
“Lease Agreement”), between Seller and the CITY OF JEFFERSON, MISSOURI, a home rule
charter city and political subdivision organized and existing under the laws of the State of Missouri
(“Buyer”), for and in consideration of the sum of ten dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, has BARGAINED and
SOLD, and by these presents does now GRANT and CONVEY, unto Buyer and its successors and
assigns, all of its right, title and interest in and to all machinery, equipment and other pers onal property
shown on Exhibit A hereto, installed within the “Project Improvements” and constituting a portion of the
“Project Equipment,” as such terms are defined in the Lease Agreement.
TO HAVE AND TO HOLD the same unto Buyer, its successors and assigns, subject however to
the terms of the Lease Agreement and those security interests, liens and/or encumbrances as therein set
forth.
The property is being conveyed “AS IS,” “WHERE IS” and “WITH ALL FAULTS” as of the
date of this Bill of Sale, without any representation or warranty whatsoever as to its condition, fitness for
any particular purpose, merchantability or any other warranty, express or implied.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed in its name by its
duly authorized officer this _____ day of __________, 20___.
JEFFERSON CITY MEDICAL GROUP, P.C.
By:
Authorized JCMG PC Representative
B-6
EXHIBIT A TO BILL OF SALE
PROJECT EQUIPMENT
Item (Description)
Serial, Identification or
Account Number
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
$15,700,000
(AGGREGATE MAXIMUM PRINCIPAL AMOUNT)
CITY OF JEFFERSON, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
(JCMG – REAL PROPERTY PROJECT)
SERIES 2022
REAL PROPERTY BOND PURCHASE AGREEMENT
Dated as of December 1, 2022
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Ladies and Gentlemen:
On the basis of the representations and covenants and upon the terms and conditions contained in
this Real Property Bond Purchase Agreement (the “Agreement”), JCMG Investment, LLC, a Missouri
limited liability company (the “Purchaser”), offers to purchase from the City of Jefferson, Missouri (the
“City”), the above-referenced bonds (the “Bonds”), to be issued by the City under and pursuant to
Ordinance No. [____________] passed by the City Council of the City on December 19, 2022 (the
“Ordinance”) and a Real Property Trust Indenture dated as of December 1, 2022 (the “Indenture”) by
and between the City and BOKF, N.A., as trustee (the “Trustee”). Capitalized terms not otherwise
defined herein shall have the meanings set forth in Section 101 of the Indenture.
SECTION 1. REPRESENTATIONS AND AGREEMENTS
(a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home rule charter city duly organized and validly existing under the
laws of the State of Missouri. The City is authorized pursuant to Article VI, Section 27(b) of the
Missouri Constitution, Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as
amended, the City Charter and the ordinances and resolutions of the City, and all necessary action
has been taken to authorize, issue and deliver the Bonds and to consummate all transactions
contemplated by the Ordinance, this Agreement, the Indenture, the Real Property Lease
Agreement dated as of December 1, 2022 (the “Lease”), by and between the City, as lessor, and
the Purchaser, as lessee, the Performance Agreement dated as of December 1, 2022 (the
“Performance Agreement”), by and between the City, the Purchaser and Jefferson City Medical
Group, P.C., a Missouri professional corporation (“JCMG PC”), and any and all other
agreements relating thereto. The proceeds of the Bonds shall be used for the purpose of
purchasing the Project Site and constructing the Project Improvements and paying the costs
incurred in connection with the issuance of the Bonds.
(2) There is no controversy, suit or other proceeding of any kind pending and served
or, to the City’s knowledge, threatened wherein or whereby any question is raised or may be
raised, questioning, disputing or affecting in any way the legal organization of the City or its
boundaries, or the right or title of any of its officers to their respective offices, or the legality of
any official act leading up to the issuance of the Bonds or the constitutionality or validity of the
-2-
obligations represented by the Bonds or the validity of the Bonds, the Ordinance, the Lease, the
Indenture, the Performance Agreement or this Agreement.
(b) The Purchaser represents as follows:
(1) Organization. The Purchaser is a limited liability company duly organized,
validly existing and in good standing under the laws of the State of Missouri.
(2) No Conflict or Breach. The execution, delivery and performance of this
Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser
and does not and will not conflict with or result in the breach of any of the terms, conditions or
provisions of, or constitute a default under, its organizational documents, any law, court or
administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the
best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the
Purchaser is a party or by which it is bound.
(3) Document Legal, Valid and Binding. When executed and delivered by the
Purchaser, this Agreement will be, and is, a legal, valid and binding obligation, enforceable in
accordance with its terms, subject, as to enforcement, to any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting the enforcement of creditor s’
rights generally and further subject to the availability of equitable remedies.
(4) Purchaser’s Certificates. Any certificate signed by an authorized officer or agent
of the Purchaser and delivered to the City shall be deemed a representation and warranty by the
Purchaser to the City as to the statements made therein.
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS
(a) On the basis of the representations and covenants contained herein and in the other
agreements referred to herein, and subject to the terms and conditions set forth herein and in the
Indenture, the Purchaser agrees to purchase from the City, and the City agrees to sell to the Purchaser, the
Bonds on the terms and conditions set forth herein.
(b) The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter
defined) upon payment of an amount equal to the Closing Price (hereinafter defined), which amount shall
be applied as provided in the Indenture and the Lease. From time to time after the Closing Date, the
Purchaser shall make additional payments with respect to the Bonds (“Additional Payments”) to the
Trustee under the Indenture, which Additional Payments shall be applied to the payment or
reimbursement of Project Costs or as provided in the Indenture and the Lease; provided that the sum of
the Closing Price and all such Additional Payments shall not, in the aggregate, exceed $15,700,000 plus
the costs of issuance of the Bonds (if such costs of issuance are not paid with Bond proceeds).
(c) As used herein, the term “Closing Date” shall mean December [____], 2022, or such
other date as shall be mutually agreed upon by the City and the Purchaser; the term “Closing Price” shall
mean the amount specified in writing by the Purchaser and agreed to by the City as the amount required
to pay for the initial issuance of the Bonds on the Closing Date, which amount may consist of all or a
portion of the Project Costs spent by the Purchaser, or by JCMG PC on behalf of the Purchaser, from its
own funds on or before the Closing Date and, at the Purchaser’s option, the costs of issuance of the Bonds
if such costs are not paid from Bond proceeds. The Closing Price shall be transferred to the Trustee on
-3-
the Closing Date to the extent not represented by paid invoices presented to the Trustee on the Closing
Date.
(d) The Bonds shall be issued under and secured as provided in the Ordinance, the Indenture
and the Lease authorized thereby and the Bonds shall have the maturity, interest rate and shall be subject
to redemption as set forth therein. The delivery of the Bonds shall be made in definitive form as a fully -
registered bond in the maximum aggregate principal denomination of $15,700,000; provided, that the
principal amount of the Bonds outstanding at any time shall be that amount recorded in the records of the
Trustee, absent manifest error, and further provided that interest shall be payable on the Bonds only on
the outstanding principal amount of the Bonds, as more fully provided in the Indenture.
(e) The Purchaser agrees to indemnify and hold harmless the City, the Trustee, and any
member, officer, official or employee of the City or of the Trustee and any person controlling the Trustee
within the meaning of Section 15 of the Securities Act of 1933, as amended (collectively, the
“Indemnified Parties”), against any and all losses, claims, damages, liabilities or expenses whatsoever to
the extent caused by any violation by the Purchaser of, or failure by the Purchaser to comply with, any
federal or state securities laws in connection with the Bonds.
(f) In case any action shall be brought against one or more of the Indemnified Parties based
upon the foregoing indemnification and in respect of which indemnity may be sought against the
Purchaser, the Indemnified Parties shall promptly notify the Purchaser in writing and the Purchaser shall
promptly assume the defense thereof, including the employment of counsel, the payment of all expenses
and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall
have the right to employ separate counsel in any such action and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified
Parties. The Purchaser shall not be liable for any settlement of any such action effected without its
consent by any of the Indemnified Parties, but if settled with the consent of the Purchaser or if there be a
final judgment for the plaintiff in any such action against the Purchaser or any of the Indemnified Parties,
with or without the consent of the Purchaser, then provided that the Purchaser was given prompt written
notice and the ability to assume the defense thereof as required by this paragraph, the Purchaser agrees to
indemnify and hold harmless the Indemnified Parties to the extent provided herein.
SECTION 3. CONDITIONS TO THE OBLIGATIONS
The obligations hereunder shall be subject to the due performance by the parties of the
obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy
of and compliance with the representations contained herein, as of the date hereof and as of the Closing
Date, and are also subject to the following conditions:
(a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly
certified copy of the Ordinance, the Indenture, the Lease, the Performance Agreement, this
Agreement and any other instrument contemplated thereby, and such documents shall be in full
force and effect and shall not have been modified or changed except as may have been agreed to
in writing by the Purchaser.
(b) The City shall confirm on the Closing Date by a certificate that at and as of the
Closing Date the City has taken all action necessary to issue the Bonds and that there is no
controversy, suit or other proceeding of any kind pending and served or, to its knowledge,
threatened against the City wherein any question is raised affecting in any way the legal
organization of the City or the legality of any official act shown to have been done in the
-4-
transcript of proceedings leading up to the issuance of the Bonds, or the constitutionality or
validity of the obligations represented by the Bonds or the validity of the Bonds or any
proceedings in relation to the issuance or sale thereof.
(c) The Purchaser shall execute a certificate, dated the Closing Date, to the effect
that (1) no litigation, proceeding or investigation is pending against the Purchaser or its affiliates
or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or
enjoin the issuance, validity, execution, delivery or performance of the Bonds, or (B) in any way
contest the corporate existence or powers of the Purchaser, (2) no litigation, proceeding or
investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser
that could reasonably be expected to adversely affect its ability to perform its obligations
hereunder or under the Lease or the Performance Agreement, (3) the representations and
warranties of the Purchaser herein were and are true and correct in all material respects and not
misleading as of the date made and as of the Closing Date, and (4) such other matters as are
reasonably requested by the City or the Trustee in connection with the issuance of the Bonds.
SECTION 4. THE PURCHASER’S RIGHT TO CANCEL
The Purchaser may cancel its obligation hereunder to purchase the Bonds by notifying the City in
writing of its election to make such cancellation at any time prior to the Closing Date, provided that the
Purchaser has obtained the prior written consent of JCMG PC and delivers such consent to the City in
such notice.
SECTION 5. CONDITIONS OF OBLIGATIONS
The obligations of the parties hereto are subject to the receipt of the approving opinion of
Gilmore & Bell, P.C., Bond Counsel (if one is requested), with respect to the validity of the authorization
and issuance of the Bonds.
SECTION 6. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY
All of the representations and agreements by either party shall remain operative and in full force
and effect, and shall survive delivery of the Bonds to the Purchaser.
SECTION 7. PAYMENT OF EXPENSES
The Purchaser shall pay all reasonable expenses and costs to effect the authorization, preparation,
issuance, delivery and sale of the Bonds. To the best of the City’s knowledge and belief, the only
expenses payable by the Purchaser in connection with the issuance of the Bonds are the following: (a) the
legal fees of Gilmore & Bell, P.C., as Bond Counsel to the City, in the amount of $[____________]
(which includes the bond counsel fee plus a fee for the preparation of the cost-benefit analysis required by
the plan for industrial development) and (b) the Trustee’s initial acceptance fee ($1,000.00) and first
year’s administrative fee ($1,500.00) totaling $2,500.00.
-5-
SECTION 8. NOTICE
Any notice or other communication to be given under this Agreement may be given in writing by
mailing or delivering the same as follows:
(a) To the City:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
Phone: (573) 634-6306
with a copy to:
City Counselor
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Phone: (573) 634-6570
(b) To the Trustee:
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
Attention: Corporate Trust Department
(c) To the Purchaser (or JCMG PC):
Jefferson City Medical Group, P.C.
1241 W. Stadium Boulevard
Jefferson City, Missouri 65109
Attention: Chief Financial Officer
with a copy to:
Gibbs Pool and Turner, P.C.
3225 Emerald Lane, Suite A
Jefferson City, Missouri 65109
Attention: Hallie H. Gibbs, II
Phone: (573) 636-2614
-6-
SECTION 9. APPLICABLE LAW; ASSIGNABILITY
This Agreement shall be governed by the laws of the State of Missouri. This Agreement may be
assigned by the Purchaser, in whole or in part, as to all or any part of the Bonds to any Person that
expressly assumes in writing all of the obligations of the Purchaser contained in the Lease; provided that
the consent of the City for the assignment of this Agreement shall not be required if the consent of the
City is not required for such Person’s assumption of the Lease under the provisions of Article XIII
thereof. Any such assignee shall agree to be bound by the terms of this Agreement. This Agreement may
be assigned, without approval of, but with notice to the City, by the Purchaser to any lender of the
Purchaser as collateral for a loan secured by the Real Property and the Bonds may be pledged, without
approval of the City, by the Purchaser to any lender of the Purchaser as collateral for a loan secured by
the Real Property.
SECTION 10. EXECUTION IN COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same document.
SECTION 11. ELECTRONIC STORAGE
The parties agree that the transaction described herein may be conducted and related documents
may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and
other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit
in the appropriate court of law.
SECTION 12. ANTI-DISCRIMINATION AGAINST ISRAEL ACT
Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Purchaser certifies that it is
not currently engaged in and will not, for the duration of this Agreement, engage in a boycott of goods or
services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or
authorized by, licensed by, or organized under the laws of the State of Israel, or (c) persons or entities
doing business in the State of Israel.
[Remainder of Page Intentionally Left Blank]
Real Property Bond Purchase Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
S-1
Very truly yours,
Date of Execution:
December ___, 2022 JCMG INVESTMENT, LLC,
as Purchaser
By:
Name:
Title:
Real Property Bond Purchase Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
S-2
Accepted and Agreed to this _______ day of December, 2022.
CITY OF JEFFERSON, MISSOURI
By:
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
$2,100,000
(AGGREGATE MAXIMUM PRINCIPAL AMOUNT)
CITY OF JEFFERSON, MISSOURI
TAXABLE INDUSTRIAL DEVELOPMENT REVENUE BONDS
(JCMG – PERSONAL PROPERTY PROJECT)
SERIES 2022
PERSONAL PROPERTY BOND PURCHASE AGREEMENT
Dated as of December 1, 2022
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Ladies and Gentlemen:
On the basis of the representations and covenants and upon the terms and conditions contained in
this Personal Property Bond Purchase Agreement (the “Agreement”), Jefferson City Medical Group,
P.C., a Missouri professional corporation (the “Purchaser”), offers to purchase from the City of
Jefferson, Missouri (the “City”), the above-referenced bonds (the “Bonds”), to be issued by the City
under and pursuant to Ordinance No. [____________] passed by the City Council of the City on
December 19, 2022 (the “Ordinance”) and a Personal Property Trust Indenture dated as of December 1,
2022 (the “Indenture”) by and between the City and BOKF, N.A., as trustee (the “Trustee”).
Capitalized terms not otherwise defined herein shall have the meanings set forth in Section 101 of the
Indenture.
SECTION 1. REPRESENTATIONS AND AGREEMENTS
(a) By the City’s acceptance hereof, the City hereby represents to the Purchaser that:
(1) The City is a home rule charter city duly organized and validly existing under the
laws of the State of Missouri. The City is authorized pursuant to Article VI, Section 27(b) of the
Missouri Constitution, Sections 100.010 through 100.200 of the Revised Statutes of Missouri, as
amended, the City Charter and the ordinances and resolutions of the City, and all necessary action
has been taken to authorize, issue and deliver the Bonds and to consummate all transactions
contemplated by the Ordinance, this Agreement, the Indenture, the Personal Property Lease
Agreement dated as of December 1, 2022 (the “Lease”), by and between the City, as lessor, and
the Purchaser, as lessee, the Performance Agreement dated as of December 1, 2022 (the
“Performance Agreement”), among the City, the Purchaser and JCMG Investment, LLC, a
Missouri limited liability company (“JCMG Investment”), and any and all other agreements
relating thereto. The proceeds of the Bonds shall be used for the purpose of acquiring and
installing the Project Equipment and paying the costs incurred in connection with the issuance of
the Bonds.
(2) There is no controversy, suit or other proceeding of any kind pending and served
or, to the City’s knowledge, threatened wherein or whereby any question is raised or may be
raised, questioning, disputing or affecting in any way the legal organization of the City or its
boundaries, or the right or title of any of its officers to their respective offices, or the legality of
-2-
any official act leading up to the issuance of the Bonds or the constitutionality or validity of the
obligations represented by the Bonds or the validity of the Bonds, the Ordinance, the Lease, the
Indenture, the Performance Agreement or this Agreement.
(b) The Purchaser represents as follows:
(1) Organization. The Purchaser is a professional corporation duly organized,
validly existing and in good standing under the laws of the State of Missouri.
(2) No Conflict or Breach. The execution, delivery and performance of this
Agreement by the Purchaser has been duly authorized by all necessary action of the Purchaser
and does not and will not conflict with or result in the breach of any of the terms, conditions or
provisions of, or constitute a default under, its organizational documents, any law, court or
administrative regulation, decree or order applicable to or binding upon the Purchaser, or, to the
best of its knowledge, any agreement, indenture, mortgage, lease or instrument to which the
Purchaser is a party or by which it is bound.
(3) Document Legal, Valid and Binding. When executed and delivered by the
Purchaser, this Agreement will be, and is, a legal, valid and binding obligation, enforceable in
accordance with its terms, subject, as to enforcement, to any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting the enf orcement of creditors’
rights generally and further subject to the availability of equitable remedies.
(4) Purchaser’s Certificates. Any certificate signed by an authorized officer or agent
of the Purchaser and delivered to the City shall be deemed a representation and warranty by the
Purchaser to the City as to the statements made therein.
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS
(a) On the basis of the representations and covenants contained herein and in the other
agreements referred to herein, and subject to the terms and conditions set forth herein and in the
Indenture, the Purchaser agrees to purchase from the City, and the City agrees to sell to the Purchaser, the
Bonds on the terms and conditions set forth herein.
(b) The Bonds shall be sold to the Purchaser by the City on the Closing Date (hereinafter
defined) upon payment of an amount equal to the Closing Price (hereinafter defined), which amount shall
be applied as provided in the Indenture and the Lease. From time to time after the Closing Date, the
Purchaser shall make additional payments with respect to the Bonds (“Additional Payments”) to the
Trustee under the Indenture, which Additional Payments shall be applied to the payment or
reimbursement of Project Costs or as provided in the Indenture and the Lease; provided that the sum of
the Closing Price and all such Additional Payments shall not, in the aggregate, exceed $2,100,000 plus
the costs of issuance of the Bonds (if such costs of issuance are not paid with Bond proceeds).
(c) As used herein, the term “Closing Date” shall mean December [____], 2022, or such
other date as shall be mutually agreed upon by the City and the Purchaser; the term “Closing Price” shall
mean the amount specified in writing by the Purchaser and agreed to by the City as the amount required
to pay for the initial issuance of the Bonds on the Closing Date, which amount may consist of all or a
portion of the Project Costs spent by the Purchaser from its own funds on or before the Closing Date and,
at the Purchaser’s option, the costs of issuance of the Bonds if such costs are not paid from Bond
-3-
proceeds. The Closing Price shall be transferred to the Trustee on the Closing Date to the extent not
represented by paid invoices presented to the Trustee on the Closing Date.
(d) The Bonds shall be issued under and secured as provided in the Ordinance, the Indenture
and the Lease authorized thereby and the Bonds shall have the maturity, interest rate and shall be subject
to redemption as set forth therein. The delivery of the Bonds shall be made in definitive form as a fully-
registered bond in the maximum aggregate principal denomination of $2,100,000; provided, that the
principal amount of the Bonds outstanding at any time shall be that amount recorded in the records of the
Trustee, absent manifest error, and further provided that interest shall be payable on the Bonds only on
the outstanding principal amount of the Bonds, as more fully provided in the Indenture.
(e) The Purchaser agrees to indemnify and hold harmless the City, the Trustee, and any
member, officer, official or employee of the City or of the Trustee and any person controlling the Trustee
within the meaning of Section 15 of the Securities Act of 1933, as amended (collectively, the
“Indemnified Parties”), against any and all losses, claims, damages, liabilities or expenses whatsoever to
the extent caused by any violation by the Purchaser of, or failure by the Purchaser to comply with, any
federal or state securities laws in connection with the Bonds.
(f) In case any action shall be brought against one or more of the Indemnified Parties based
upon the foregoing indemnification and in respect of which indemnity may be sought against the
Purchaser, the Indemnified Parties shall promptly notify the Purchaser in writing and the Purchaser shall
promptly assume the defense thereof, including the employment of counsel, the payment of all expenses
and the right to negotiate and consent to settlement. Any one or more of the Ind emnified Parties shall
have the right to employ separate counsel in any such action and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Indemnified
Parties. The Purchaser shall not be liable for any settlement of any such action effected without its
consent by any of the Indemnified Parties, but if settled with the consent of the Purchaser or if there be a
final judgment for the plaintiff in any such action against the Purchaser or any of the Indemnified Parties,
with or without the consent of the Purchaser, then provided that the Purchaser was given prompt written
notice and the ability to assume the defense thereof as required by this paragraph, the Purchaser agrees to
indemnify and hold harmless the Indemnified Parties to the extent provided herein.
SECTION 3. CONDITIONS TO THE OBLIGATIONS
The obligations hereunder shall be subject to the due performance by the parties of the
obligations and agreements to be performed hereunder on or prior to the Closing Date and to the accuracy
of and compliance with the representations contained herein, as of the date hereof and as of the Closing
Date, and are also subject to the following conditions:
(a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly
certified copy of the Ordinance, the Indenture, the Lease, the Performance Agreement, this
Agreement and any other instrument contemplated thereby, and such documents shall be in full
force and effect and shall not have been modified or changed except as may have been agreed to
in writing by the Purchaser.
(b) The City shall confirm on the Closing Date by a certificate that at and as of the
Closing Date the City has taken all action necessary to issue the Bonds and that there is no
controversy, suit or other proceeding of any kind pending and served or, to its knowledge,
threatened against the City wherein any question is raised affecting in any way the legal
organization of the City or the legality of any official act shown to have been done in the
-4-
transcript of proceedings leading up to the issuance of the Bonds, or the constitutionality or
validity of the obligations represented by the Bonds or the validity of the Bonds or any
proceedings in relation to the issuance or sale thereof.
(c) The Purchaser shall execute a certificate, dated the Closing Date, to the effect
that (1) no litigation, proceeding or investigation is pending against the Purchaser or its affiliates
or, to the knowledge of the Purchaser, threatened which would (A) contest, affect, restrain or
enjoin the issuance, validity, execution, delivery or performance of the Bonds, or (B) in any way
contest the corporate existence or powers of the Purchaser, (2) no litigation, proceeding or
investigation is pending or, to the knowledge of the Purchaser, threatened against the Purchaser
that could reasonably be expected to adversely affect its ability to perform its obligations
hereunder or under the Lease or the Performance Agreement, (3) the representations and
warranties of the Purchaser herein were and are true and correct in all material respects and not
misleading as of the date made and as of the Closing Date, and (4) such other matters as are
reasonably requested by the City or the Trustee in connection with the issuance of the Bonds.
SECTION 4. THE PURCHASER’S RIGHT TO CANCEL
The Purchaser may cancel its obligation hereunder to purchase the Bonds by notifying the City in
writing of its election to make such cancellation at any time prior to the Closing Date.
SECTION 5. CONDITIONS OF OBLIGATIONS
The obligations of the parties hereto are subject to the receipt of the approving opinion of
Gilmore & Bell, P.C., Bond Counsel (if one is requested), with respect to the validity of the authorization
and issuance of the Bonds.
SECTION 6. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY
All of the representations and agreements by either party shall remain operative and in full force
and effect, and shall survive delivery of the Bonds to the Purchaser.
SECTION 7. PAYMENT OF EXPENSES
The Purchaser shall pay all reasonable expenses and costs to effect the authorization, preparation,
issuance, delivery and sale of the Bonds. To the best of the City’s knowledge and belief, the only
expenses payable by the Purchaser in connection with the issuance of the Bonds are the following: (a) the
legal fees of Gilmore & Bell, P.C., as Bond Counsel to the City, in the amount of $[___________] (which
includes the bond counsel fee plus a fee for the preparation of the cost-benefit analysis required by the
plan for industrial development) and (b) the Trustee’s initial acceptance fee ($1,000.00) and first year’s
administrative fee ($1,500.00) totaling $2,500.00.
-5-
SECTION 8. NOTICE
Any notice or other communication to be given under this Agreement may be given in writing by
mailing or delivering the same as follows:
(a) To the City:
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Attention: City Administrator
Phone: (573) 634-6306
with a copy to:
City Counselor
City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Phone: (573) 634-6570
(b) To the Trustee:
BOKF, N.A.
200 North Broadway, Suite 1710
St. Louis, Missouri 63102
Attention: Corporate Trust Department
(c) To the Purchaser (or JCMG Investment):
Jefferson City Medical Group, P.C.
1241 W. Stadium Boulevard
Jefferson City, Missouri 65109
Attention: Chief Financial Officer
with a copy to:
Gibbs Pool and Turner, P.C.
3225 Emerald Lane, Suite A
Jefferson City, Missouri 65109
Attention: Hallie H. Gibbs, II
Phone: (573) 636-2614
-6-
SECTION 9. APPLICABLE LAW; ASSIGNABILITY
This Agreement shall be governed by the laws of the State of Missouri. This Agreement may be
assigned by the Purchaser, in whole or in part, as to all or any part of the Bonds to any Person that
expressly assumes in writing all of the obligations of the Purchaser contained in the Lease; provided that
the consent of the City for the assignment of this Agreement shall not be required if the consent of the
City is not required for such Person’s assumption of the Lease under the provisions of Article XIII
thereof. Any such assignee shall agree to be bound by the terms of this Agreement. This Agreement may
be assigned, without approval of, but with notice to the City, by the Purchaser to any lender of the
Purchaser as collateral for a loan secured by the Project Equipment and the Bonds may be pledged,
without approval of the City, by the Purchaser to any lender of the Purchaser as collateral for a loan
secured by the Project Equipment.
SECTION 10. EXECUTION IN COUNTERPARTS
This Agreement may be executed in several counterparts, each of which shall be regarded as an
original and all of which shall constitute one and the same document.
SECTION 11. ELECTRONIC STORAGE
The parties agree that the transaction described herein may be conducted and related documents
may be sent, received or stored by electronic means. Copies, telecopies, facsimiles, electronic files and
other reproductions of original executed documents shall be deemed to be authentic and valid
counterparts of such original documents for all purposes, including the filing of any claim, action or suit
in the appropriate court of law.
SECTION 12. ANTI-DISCRIMINATION AGAINST ISRAEL ACT
Pursuant to Section 34.600 of the Revised Statutes of Missouri, the Purchaser certifies that it is
not currently engaged in and will not, for the duration of this Agreement, engage in a boycott of goods or
services from (a) the State of Israel, (b) companies doing business in or with the State of Israel or
authorized by, licensed by, or organized under the laws of the State of Israel, or (c) pers ons or entities
doing business in the State of Israel.
[Remainder of Page Intentionally Left Blank]
Personal Property Bond Purchase Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-1
Very truly yours,
Date of Execution:
December ___, 2022 JEFFERSON CITY MEDICAL GROUP, P.C.,
as Purchaser
By:
Name:
Title:
Personal Property Bond Purchase Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-2
Accepted and Agreed to this _______ day of December, 2022.
CITY OF JEFFERSON, MISSOURI
By:
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
________________________________
PERFORMANCE AGREEMENT
Dated as of December 1, 2022
________________________________
AMONG
CITY OF JEFFERSON, MISSOURI,
JCMG INVESTMENT, LLC
AND
JEFFERSON CITY MEDICAL GROUP, P.C.
Relating to:
$15,700,000
(Aggregate Maximum Principal Amount)
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
$2,100,000
(Aggregate Maximum Principal Amount)
City of Jefferson, Missouri
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
Prepared By:
Gilmore & Bell, P.C.
Kansas City, Missouri
PERFORMANCE AGREEMENT
THIS PERFORMANCE AGREEMENT, dated as of December 1, 2022 (“Agreement”) from
time to time amended and supplemented in accordance with the provisions hereof, is between the CITY
OF JEFFERSON, MISSOURI, a home rule charter city and municipal corporation organized and existing
under the laws of the State of Missouri (the “City”), JEFFERSON CITY MEDICAL GROUP, P.C., a
Missouri professional corporation (the “JCMG PC”), and JCMG INVESTMENT, LLC, a Missouri
limited liability company (“JCMG Investment” and, together with JCMG PC, the “Companies”).
RECITALS:
1. The City is authorized and empowered pursuant to the provisions of Article VI,
Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the Revised
Statutes of Missouri, as amended (collectively, the “Act”), to purchase, construct, extend and improve
certain projects (as defined in Section 100.010 of the Revised Statutes of Missouri, as amended) and to
issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such
projects and to lease or otherwise dispose of such projects to private persons or corporations for
manufacturing, commercial, research and development, warehousing and industrial development purposes
upon such terms and conditions as the City shall deem advisable.
2. Pursuant to the Act, the City Council of the City gave notice to the affected taxing
jurisdictions in accordance with Section 100.059.1 of the Act regarding the City’s intent to approve the
issuance of one or more series of industrial development revenue bonds under the Act in order to finance
the costs of a project for the benefit of JCMG PC consisting of (a) constructing an approximately 28,000
square foot stand-alone outpatient surgery center (the “Project Improvements”) on an approximately 6.85
acre site located at 3520 West Edgewood Drive in the City (the “Project Site,” as legally described on
Exhibit A hereto), and (b) acquiring and installing certain equipment and other personal property within
the Project Improvements (the “Project Equipment”). The Project Site, the Project Improvements and the
Project Equipment are collectively referred to as the “Project.”
3. Following notice to the affected taxing jurisdictions in accordance with Section 100.059.1
of the Act, the City Council of the City adopted Ordinance No. [________] on December 19, 2022 (the
“Ordinance”), (a) approving a plan for the Project (the “Chapter 100 Plan”) and (b) authorizing the
issuance of (i) the City’s Taxable Industrial Development Revenue Bonds (JCMG – Real Property Project),
Series 2022, in the maximum aggregate principal amount of $15,700,000 (the “Real Property Bonds”), to
pay (or reimburse) the costs of acquiring the Project Site and constructing the Project Improvements thereon
(the Project Site and the Project Improvements located thereon are collectively referred to herein as the
“Real Property”), which Real Property will be occupied by JCMG PC pursuant to sublease by and between
JCMG Investment, as lessor, and JCMG PC, as lessee, and (ii) the City’s Taxable Industrial Development
Revenue Bonds (JCMG – Personal Property Project), Series 2022, in the aggregate maximum aggregate
principal amount of $2,100,000 (the “Personal Property Bonds” and, together with the Real Property
Bonds, the “Bonds”), to pay (or reimburse) the costs of acquiring and installing the Project Equipment
within the Project Improvements.
4. Pursuant to the Ordinance, the City is authorized to execute and deliver (a) the Real
Property Trust Indenture dated as of December 1, 2022 (the “Real Property Indenture”), between the
City and BOKF, N.A., as bond trustee (the “Trustee”), for the purpose of issuing and securing the Real
Property Bonds, (b) the Personal Property Trust Indenture dated as of December 1, 2022 (the “Personal
Property Indenture” and, together with the Real Property Indenture, the “Indentures”), between the City
and the Trustee for the purpose of issuing and securing the Personal Property Bonds, (c) the Real Property
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Lease Agreement dated as of December 1, 2022 (the “Real Property Lease”), between the City, as lessor,
and JCMG Investment, as lessee, under which the City will lease the Real Property to JCMG Investment
in consideration of rental payments to be paid by JCMG Investment which will be sufficient to pay the
principal of and interest on the Real Property Bonds, (d) the Personal Property Lease Agreement dated as
of December 1, 2022 (the “Personal Property Lease” and, together with the Real Property Lease, the
“Leases”) between the City, as lessor, and JCMG PC, as lessee, under which the City will lease the Project
Equipment to JCMG PC in consideration of rental payments to be paid by JCMG PC which will be
sufficient to pay the principal of and interest on the Personal Property Bonds, and (e) this Agreement,
between the City, JCMG Investment and JCMG PC, for the purpose of setting forth the terms and conditions
of the Project’s exemption from ad valorem real and personal property taxes and certain payments in lieu
of taxes to be made by the Companies with respect to the Project.
5. Pursuant to the foregoing, the City desires to enter into this Agreement with the Companies
in consideration of the Companies’ desire to cause the acquisition, construction, equipping and
improvement of the Project as more fully described in the respective Leases, upon the terms and subject to
the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual representations, covenants
and agreements herein contained, the City and the Company hereby represent, covenant and agree as
follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions of Words and Terms. In addition to the capitalized words and terms
defined elsewhere in this Agreement and the capitalized words and terms defined in Section 101 of the
Indentures and Section 1.1 of the Leases, which definitions are hereby incorporated herein by reference,
the following capitalized words and terms as used in this Agreement shall have the following meanings:
“Additional Job PILOT Payment” means any additional payment in lieu of taxes (in addition to
the Base PILOT Payments set forth Section 3.2 hereof) as further described in Section 3.3 hereof.
“Agreement” means this Performance Agreement dated as of December 1, 2022, between the City,
JCMG PC and JCMG Investment, as from time to time amended and supplemented in accordance with the
provisions hereof.
“Annual Compliance Report” means the Annual Compliance Report reflecting the number of
Jobs JCMG PC maintains at the Project Site as of each Test Date that is required to be filed with the City
in accordance with Section 3.3 hereof, a form of which is attached hereto as Exhibit B.
“Base PILOT Payment” means the payments in lieu of taxes described in Section 3.2 hereof.
“County” means Cole County, Missouri.
“County Assessor” means the Assessor of Cole County, Missouri.
“Event of Default” means any Event of Default as provided in Section 6.1 hereof.
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“Job” means a full-time equivalent position with JCMG PC that is filled by a worker who is
employed at the Project Site, scheduled to work not less than 37.5 hours per week and is eligible to receive
normal full-time employee benefits offered by JCMG PC. Positions filled by workers who are not directly
employed by JCMG PC do not qualify as “Jobs” for purposes of this definition.
“PILOT Payments” means, collectively, the Base PILOT Payments as described in Section 3.2
hereof and any Additional Job PILOT Payments as described in Section 3.3 hereof.
“Test Date” means October 31 of each year, beginning October 31, 2023 and ending on October
31, 2032.
ARTICLE II
ISSUANCE OF BONDS
Section 2.1. Issuance of the Bonds. As described herein, the City intends to issue the Real
Property Bonds (to be purchased by JCMG Investment) and the Personal Property Bonds (to be purchased
by JCMG PC) under the Act for the purpose of paying (or reimbursing) all or a portion of the Project Costs
(as defined in the Indentures). In connection with the issuance of the Bonds, the City will acquire fee simple
title to the Real Property from JCMG Investment and will acquire legal title the Project Equipment from
JCMG PC.
ARTICLE III
PROPERTY TAX EXEMPTION;
PAYMENTS IN LIEU OF TAXES
Section 3.1. Property Tax Exemption.
(a) On the date of issuance of the Real Property Bonds (December [____], 2022), JCMG
Investment will convey fee simple title to the Real Property to the City, and the City expects said Real
Property to be exempt from ad valorem real property taxes as a result of the City’s ownership thereof so
long as the City owns title to said Real Property.
(b) On the date of issuance of the Personal Property Bonds (December [____], 2022), JCMG
PC will transfer legal title of the Project Equipment previously acquired and installed on the Project Site to
the City via a bill of sale, and the City expects said Project Equipment to be exempt from ad valorem
personal property taxes from and after January 1, 2023, so long as the City owns title to said Project
Equipment.
(c) Notwithstanding any other provision of this Agreement to the contrary, the last year of such
real and personal property tax exemption period shall be 2032. The Compan ies covenant and agree that,
during each year the Real Property and Project Equipment is exempt from ad valorem real and personal
property taxes by reason of the City owning title to the Real Property and Project Equipment, the Companies
will make annual Base PILOT Payments in such amounts as described in Section 3.2 of this Agreement
relating to the respective Real Property and Project Equipment. Each Base PILOT Payment required to be
paid under Section 3.2 of this Agreement, together with any Additional Jobs PILOT Payment required to
be paid under Section 3.3 of this Agreement, are collectively referred to herein as a “PILOT Payment”.
The City and the Companies hereby agree that the real and personal property tax abatement provided by
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this Agreement shall only apply to the Real Property (i.e., the Project Site and the Project Impro vements)
and the Project Equipment financed with the proceeds of the Bonds (i.e., property constituting a part of the
Project) and shall not apply to any real or personal property not financed with proceeds of the Bonds.
Section 3.2. Payments in Lieu of Taxes.
(a) Real Property: Simultaneously with the issuance of the Real Property Bonds on December
[___], 2022, JCMG Investment will convey title to the Real Property to the City; therefore, in calendar year
2022, JCMG Investment covenants and agrees to make, or cause JCMG PC to make, a Base PILOT
Payment to the City (or to the County if so directed by the City) on or before December 31, 2022, equal to
100% of the ad valorem real property taxes that would otherwise be due in calendar year 2022 with respect
to the Real Property, but for the City’s ownership thereof. Beginning in calendar year 2023, JCMG
Investment will receive real property tax abatement on the Real Property for a period of 10 years, as follows:
(1) 75% real property tax abatement in calendar years 2023 through 2027, inclusive, and (2) 50% real
property tax abatement in calendar years 2028 through 2032, inclusive. During the 10-year period of real
property tax abatement on the Real Property (calendar years 2023 through 2032), JCMG Investment
covenants and agrees to make, or cause JCMG PC to make, a Base PILOT Payment to the City (or to the
County if so directed by the City) on or before December 31 in each of said years with respect to the Real
Property, as follows:
(1) Beginning in calendar year 2023 through calendar year 2027, inclusive, a Base
PILOT Payment equal to 25% of the ad valorem real property taxes which would otherwise be due
with respect to the Real Property, but for the City’s ownership of the Real Property; and
(2) Beginning in calendar year 2028 through calendar 2032, inclusive, a Base PILOT
Payment equal to 50% of the ad valorem real property taxes which would otherwise be due with
respect to the Real Property, but for the City’s ownership of the Real Property.
(b) Project Equipment: JCMG PC has or will acquire and deliver all of the Project Equipment
(in the approximate amount of $2,083,275) to the Project Site prior to the end of the current calendar year
2022. Beginning in calendar year 2023, the Company will receive personal property tax abatement for a
period of 10 years on the Project Equipment, as follows: (1) 75% personal property tax abatement in years
calendar 2023 through 2027, inclusive, and (2) 50% personal property tax abatement in calendar years 2028
through 2032, inclusive. During the 10-year period of personal property tax abatement (calendar years
2023 through 2032), JCMG PC covenants and agrees to make Base PILOT Payments to the City (or to the
County if so directed by the City) on or before December 31 in each of said years with respect to the Project
Equipment, as follows:
(1) Beginning in calendar year 2023 through calendar year 2027, inclusive, a Base
PILOT Payment equal to 25% of the ad valorem personal property taxes which would otherwise
be due with respect to the Project Equipment, but for the City’s ownership of the Project
Equipment; and
(2) Beginning in calendar year 2028 through calendar 2032, inclusive, a Base PILOT
Payment equal to 50% of the ad valorem personal property taxes which would otherwise be due
with respect to the Project Equipment, but for the City’s ownership of the Project Equipment.
(c) Pursuant to Section 11.4 of the Real Property Lease, JCMG Investment shall exercise its
option to purchase the Real Property from the City no later than December 31, 2032. If title to the Real
Property is not conveyed by the City to JCMG Investment before January 1, 2033, then on December 31,
2033, and each year thereafter until title to the Real Property is transferred to JCMG Investment, the JCMG
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Investment shall pay to the City (or to the County at the direction of the City) a Base PILOT Payment equal
to 100% of the real property taxes that would otherwise be due on the Real Property, but for the City’s
ownership thereof.
(d) Pursuant to Section 11.4 of the Personal Property Lease, JCMG PC shall exercise its option
to purchase the Project Equipment from the City no later than December 31, 2032. If title to the Project
Equipment is not conveyed by the City to JCMG PC before January 1, 2033, then on December 31, 2033,
and each year thereafter until title to the Project Equipment is transferred to JCMG PC, JCMG PC shall pay
to the City (or to the County at the direction of the City) a Base PILOT Payment equal to 100% of the
personal property taxes that would otherwise be due on the Project Equipment, but for the City’s ownership
thereof.
(e) The parties expect the County Assessor to annually determine an assessed valuation with
respect to the Real Property and the Project Equipment in accordance with Article X, Section 4(b) of the
Missouri Constitution and Section 137.115 of the Revised Statutes of Missouri, as if title to the Real
Property and the Project Equipment were in the name of the Companies and not the City. To facilitate the
assessment, the Companies agree to provide to the County Assessor, on or before March 1 of each year or
such other date on which property declarations are required by law to be made, a report that inclu des the
following information:
(1) JCMG PC’s report shall contain a list of the Project Equipment and the cost
thereof, in form and content consistent with the personal property declarations that JCMG PC
makes with respect to other personal property located at the Project Site;
(2) Each Company’s report shall contain a list of all improvements to the Real
Property made by such Company during the calendar year; and
(3) Each Company’s report shall contain such other information as the Assessor may
reasonably require to complete the assessment of the Real Property and the Project Equipment, as
applicable.
The itemization of the Project Equipment shall be consistent with the information provided by
JCMG PC to the City and the Trustee under Section 4.2 of the Personal Property Lease and shall be of
sufficient specificity so as to enable the appropriate City and County officials to determine which personal
property as reported on the annual personal property declaration constitutes Project Equipment (and
therefore is owned by the City) and which personal property does not constitute Project Equipment (and
therefore is owned by the JCMG PC).
(f) The County Assessor shall notify the City and the Companies of the assessed valuation of
the Real Property and the Project Equipment in writing.
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Section 3.3. Adjustment of Payments In Lieu of Taxes for Failure to Maintain Jobs.
(a) JCMG PC covenants and agrees to maintain at least 20 Jobs at the Project Site by October
31, 2023 (the initial Test Date) and continue to maintain said 20 Jobs at the Project Site for so long as the
property tax abatement described in this Agreement is in effect. JCMG PC will calculate the total number
of Jobs maintained at the Project Site as of October 31 each year (each a “Test Date”), commencing with
October 31, 2023, and ending with October 31, 2032, as follows:
• The total number of Jobs at the Project Site will be measured by determining the actual
number of Jobs on that last day of each month on each of the immediately preceding 12
months ending on each Test Date (i.e., the last day of each month of November 30 through
the following applicable October 31 Test Date) and then dividing the sum of the actual
number of Jobs on the last day of each respective month by twelve (12) to get the twelve
(12)-month average number of Jobs.
(b) If JCMG PC fails to maintain at least 20 Jobs at the Project Site as of a particular Test Date
(i.e., October 31, 2023 through October 31, 2032) as certified by JCMG PC to the City and an officer of
Jefferson City Regional Economic Partnership (who will be assisting the City monitoring compliance with
Section 3.3 of this Agreement) in the Annual Compliance Report described in subsection (e) of this Section
3.3, the Companies shall pay an Additional Jobs PILOT Payment, which will be in addition to the Base
PILOT Payment required to be paid by the Companies set forth in Section 3.2 of this Agreement, to the
City on or before December 31 of the calendar year in which the Test Date evidencing the failure to meet
the Jobs requirement occurs. The Additional Jobs PILOT Payment will be in an amount equal to the
formula percentage calculated below (the “Jobs PILOT %”) multiplied by the amount of ad valorem real
and personal property taxes which would have been due with respect to the Real Property and Project
Equipment, respectively, had the Real Property and the Project Equipment not been exempt from such real
and personal property taxes due to the City’s ownership thereof:
When the Base PILOT Payment percentage is 25% (calendar years 2023 through 2027):
Jobs PILOT % = .75 - (.75 X Actual Number of Jobs
20 )
Jobs PILOT % x B = Additional Jobs PILOT Payment
B = 100% of ad valorem real and personal property taxes that would have otherwise been required
to be paid by the Companies with respect to the Real Property and Project Equipment but for
the City’s ownership of such Real Property and Project Equipment
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When the Base PILOT Payment percentage is 50% (calendar years 2028 through 2032):
Jobs PILOT % = .50 - (.50 X Actual Number of Jobs
20 )
Jobs PILOT % x B = Additional Jobs PILOT Payment
B = 100% of ad valorem real and personal property taxes that would have otherwise been required
to be paid by the Companies with respect to the Real Property and Project Equipment but for
the City’s ownership of such Real Property and Project Equipment
(c) JCMG PC shall annually file with the City and Jefferson City Regional Economic
Partnership (who will be assisting the City with monitoring JCMG PC’s compliance with this Section 3.3),
commencing on November 15, 2023, and continuing on each November 15 thereafter while this Agreement
remains in effect, an Annual Compliance Report in the form attached hereto as Exhibit B. JCMG PC also
agrees to provide reasonable access to its payroll records for purposes of verifying the number of Jobs,
subject to such limitations as JCMG PC determines to be necessary to maintain the privacy of the payroll
information of individuals and to comply with all of the JCMG PC’s legal obligations with respect to the
privacy of the payroll information of individuals.
(d) The calculations set forth in this Section 3.3 shall be performed as of each Test Date, with
any resulting Additional Jobs PILOT Payment due as a result of such calculation to be applicable for the
calendar year in which such Test Date occurs. In no event shall the Additional Jobs PILOT Payment
pursuant to this Section 3.3, when added to the Base PILOT Payment calculated pursuant to Section 3.2 of
this Agreement, exceed 100% of the actual ad valorem real and personal property taxes that would have
otherwise been payable on the Real Property or the Project Equipment, as applicable, but for the City’s
ownership thereof, for the given year.
Section 3.4. Distribution of PILOTS. Within 30 days of the date of receipt of each PILOT
Payment, the City Clerk, or other designated billing/collection agent, shall distribute each PILOT Payment,
after reduction for the administrative costs of the City as provided by Section 3.6 hereof, among the taxing
jurisdictions in proportion to the amount of real and personal property taxes which would have been paid
in each year had the Project not been exempt from ad valorem real and personal property taxation pursuant
to this Agreement and the City’s ownership of the Project.
Section 3.5. Obligation of City to Effect Property Tax Abatement. The City shall, at either
Company’s request and at the expense of the requesting Company or Companies, take all actions, subject
only to limitations imposed by applicable law, to obtain and/or maintain in effect the exemption referred to
in Section 3.1 above, including any filing required with any governmental authorities; provided, however,
the City shall not be liable for any failure of the County or any other governmental taxing authority to
recognize the exemption provided herein, and the City shall not be required to file litigation to effect the
exemption. The City covenants that it will not voluntarily take any action intended to cause or induce the
levy or assessment of ad valorem taxes on the Project. If such a levy or assessment should occur, the City
shall, at either Company’s request and at the expense of the requesting Company or Companies, cooperate
with the Companies in all reasonable ways to prevent and/or remove any levy or assessment against the
Project.
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Section 3.6. Administration Costs. Under Section 100.050 of the Act, the City may require
the Companies to reimburse the City for its actual costs of issuing the Bonds and administering the Chapter
100 Plan including costs associated with this Agreement in an amount no greater than $1,000.00 per year.
The City will provide a statement for such costs to JCMG PC not later than November 15th of each year,
and JCMG PC will reimburse the City for its costs on or before December 31st of each year continuing until
December 31st of the year in which this Agreement expires or is terminated.
Section 3.7. Other Property Taxes In Connection with the Project. The property tax
exemption provided by the City’s ownership of the Real Property and the Project Equipment is expected to
apply to all interests in such portion of the Project during the period it is owned by the City. If any ad
valorem property taxes are levied by or on behalf of any taxing jurisdiction against any interest in the Project
during the period the City owns the Project (including, without limitation, any ad valorem taxes levied
against the Companies’ rights in the Leases), the amount of ad valorem tax payments related to such levy
or levies that are paid by either Company and received by the City (or the County) shall be credited against
and reduce the amount of the applicable PILOT Payment that the respective Company is obligated to pay
pursuant to this Agreement. The Companies shall be responsible for any taxes related to any interest in the
Project that the Companies own in their own names or granted to the Companies other than pursuant to the
Leases.
Section 3.8. No Sales Tax Exemption. The construction, installation and equipping of the
Project shall not be exempt from any sales taxes imposed by any governmental authority by virtue of the
City’s ownership of the Project, and neither the City nor the Companies shall request any such exemption.
Nothing herein shall limit the Companies’ right to any exemption of sales taxes not resulting from the City’s
ownership of title to the Project.
Section 3.9. Credits for Certain Tax Payments. Nothing in this Agreement shall be construed
to require the Company to make duplicate tax payments. The Company shall receive a credit hereunder to
such extent it has made any payment for ad valorem real and personal property taxes on the Project to the
City.
Section 3.10. Company’s Right To Protest Taxes. Notwithstanding any other provision of this
Agreement to the contrary, nothing in this Agreement shall be construed to limit or in any way restrict the
availability of any provision of State law which confers upon JCMG Investment or JCMG PC the right to
appeal, protest or otherwise contest any property tax valuation, assessment, classification or any portion
thereof on behalf of or in the City’s name following written notice to the City from JCMG Investment
and/or JCMG PC, but solely at such Company’s expense.
Section 3.11. PILOT Payments Following Cessation of Operations at the Project Site. If for
any reason during the term of this Agreement (unless the Project has been subject to a casualty and the
Companies or either of them are rebuilding or repairing the damaged component of the Project) JCMG PC
completely vacates, abandons or ceases operations at the Project Site and the Companies fail to exercise
their respective options to purchase their respective portions of the Project within 90 days after such
vacancy, abandonment or cessation of operations, JCMG Investment and JCMG PC shall respectively make
a PILOT Payment to the City (to be distributed as provided in Section 3.4) equal to 100% of the ad valorem
real and personal property taxes, respectively, that would otherwise be due on the Real Property and the
Project Equipment, as applicable, but for the City’s ownership thereof. Such PILOT Payment shall be made
on or before December 31 in the year in which the JCMG PC first ceases operations at the Project Site and
on each December 31 thereafter for each year in which the Real Property and/or the Project Equipment is,
on January 1 of such year, still titled in the name of the City, and JCMG PC has ceased operations at the
Project Site.
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Section 3.12. No Abatement on Special Assessments, Licenses or Fees. The City and the
Companies hereby agree that the property tax exemptions described in this Agreement shall not apply to
special assessments and shall not serve to reduce or eliminate any other licenses or fees owing to the City
or any other taxing jurisdiction with respect to the Project. The Companies hereby agrees to make payments
with respect to all special assessments, licenses and fees which would otherwise be due with respect to each
Companies respective interest in the Project if such Project was not owned by the City.
ARTICLE IV
COVENANTS, REPRESENTATIONS AND AGREEMENTS
Section 4.1. Inspection. The Companies agree that the City and its duly authorized agents shall
have the right at reasonable times (during business hours), subject to at least 48 hours advance notice and
to the JCMG PC’s usual business proprietary, safety and security requirements, to enter upon the Project
Site to examine and inspect the Project and the records of JCMG PC or JCMG Investment which
demonstrate compliance with this Agreement.
Section 4.2. Compliance with Laws. To the best of each Company’s knowledge, the Project
is and will be in material compliance with all applicable federal, State and local laws, statutes, ordinances,
rules, regulations, executive orders and codes pertaining to or affecting the Project, including environmental
laws, subject to all applicable rights of each respective Company to contest the same, as applicable.
Section 4.3. Purchase, Construction, Improvement, Installation and Operation. The
Project has been or will be purchased, constructed, improved, installed and operated in a manner that is
consistent with the description of the Project contained in this Agreement and in the Lease. In the event
the Project purchased, constructed, improved and installed is materially inconsistent with the description of
the Project contained herein and in the presentation to the City Council of the City, the City reserves the
right to declare an Event of Default in accordance with Section 6.1 hereof.
Section 4.4. Indemnification. The Companies shall jointly and severally indemnify and save
and hold harmless the City and the County Assessor from and against all claims, demands, costs, liabilities,
damages or expenses, including reasonable attorneys’ fees, by or on behalf of any person, firm or
corporation arising from the conduct or management of, or from any work or thing done in, on or about,
the Project Site, as applicable, during the term of the respective Leases, and against and from all claims,
demands, costs, liabilities, damages or expenses, including reasonable attorneys’ fees, arising during the
term of the respective Leases from any event described in Section 10.5 of the respective Leases and Section
10.9 of the Real Property Lease to the extent and subject to the limitations provided therein.
Section 4.5. Costs of Issuance of the Bonds. The Companies agree to pay on the date of the
initial issuance of the Bonds, all costs of issuance incurred in connection therewith, provided that a closing
memorandum detailing all costs of issuance is provided to the Companies for review at least two Business
Days prior to the initial issuance of the Bonds.
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ARTICLE V
SALE AND ASSIGNMENT
The benefits granted by the City to the Companies pursuant to this Agreement shall belong solely
to the Companies, and such benefits shall not be transferred, assigned, pledged or in any other manner
hypothecated, except as provided in Section 13.1 of each Lease. Specifically, and not by way of limitation
of the foregoing, JCMG Investment shall have the right, without consent of the City, to assign all right, title
and interest hereunder to JCMG PC.
ARTICLE VI
DEFAULT AND REMEDIES
Section 6.1. Events of Default. If any one or more of the following events occurs and is
continuing, it is hereby defined as and declared to be and to constitute an Event of Default hereunder:
(a) either one of the Companies fails to make any PILOT Payments required to be paid
hereunder within 10 days after written notice and demand given by the City;
(b) The occurrence and continuance of an Event of Default by the Companies under
the Leases following any applicable notice and grace period provided therein;
(c) the Companies shall fail to perform any of its obligations hereunder for a period
of 60 days (or such longer period as the City and the Companies may agree in writing) following
written notice to the Companies from the City of such failure which notice shall include a specific
description of the applicable Companies’ failure hereunder; provided however, that if such failure
is not subject to cure within such 60 days, such failure shall not constitute an Event of Default
hereunder if the Companies initiate action to cure such default and pursues such action diligently;
or
(d) any representation of the Companies contained herein proves to be materially false
or erroneous and is not corrected or brought into compliance within 60 days (or such longer period
as the City and the Companies may agree in writing) after the City has given written notice to the
Companies specifying the false or erroneous representation and requiring it to be remedied;
provided, however, that if such matter is not subject to cure within such 60 days after such notice,
it shall not constitute and Event of Default hereunder if the Compan ies initiate action to cure the
default within such 60 days after such notice and pursues such action diligently.
Notwithstanding any provision of this Agreement to the contrary, the City will credit JCMG
Investment for any payments made by JCMG PC on JCMG Investment’s behalf.
-11-
Section 6.2. Remedies on Default. Upon an Event of Default hereunder, this Agreement may
be terminated by written notice to the Companies from the City. Upon such termination, the Companies
shall make a PILOT Payment to the City equal to (a) the pro rata amount payable pursuant to Section 3.3
hereof from January 1 of the year in question through the effective date of termination, plus (b) the pro rata
amount of ad valorem real and personal property taxes that would be due for the remaining portion of the
year assuming the Project was placed on the tax rolls effective on the date of termination through
December 31; provided, however, the PILOT Payments following cessation of operations shall be governed
by Section 3.11; and provided further, the Companies shall receive a credit for all PILOT Payments made
pursuant to Section 3.2 hereof and such credit shall reduce the amount of any payments due under this
Section.
Section 6.3. Payments on Defaulted Amounts. Any PILOT Payments due hereunder which
are not paid when due shall be subject to penalties imposed by State law on overdue ad valorem property
taxes from the date such payment was first due.
Section 6.4. Enforcement. In addition to the remedies specified in Section 6.2, upon the
occurrence of an Event of Default, the City or any taxing jurisdictions that would benefit from the PILOT
Payments provided for in this Agreement may bring an action for specific performance to enforce such
payments.
Section 6.5. Failure of the City to Perform its Obligations. In the event the City shall fail to
perform any of its obligations hereunder for (a) a period of 60 days (or such longer period as the Companies
and the City may agree in writing) following written notice to the City Clerk from the Companies of such
failure which notice shall include a specific description of the City’s failure hereunder, or (b) if such failure
is not subject to cure within such 60 days, the City shall have failed to initiate action to cure such default
and shall pursue such action diligently; the Companies may declare that the City is in default under this
Agreement and may pursue any legal remedy available to it to enforce this Agreement.
ARTICLE VII
TERM OF AGREEMENT
Section 7.1. Term of Agreement. This Agreement shall become effective upon execution, and
subject to earlier termination pursuant to the provisions of this Agreement (including particularly the
following sentence and Article VI hereof), shall terminate on December 31, 2032. This Agreement shall
automatically terminate upon the earlier to occur of the following:
(a) the payment in full of the Bonds (or any bonds issued to refund the Bonds) and the
payment of all amounts due under this Agreement;
(b) the expiration of the Lease Term set forth in Section 3.2 of the Leases; or
(c) the occurrence and continuance of an uncured Event of Default and the subsequent
termination of this Agreement pursuant to the provisions of the Leases and this Agreement.
Section 7.2 Payments in Final Year. The foregoing provisions of Section 7.1 shall not relieve
the Companies of their obligation to make any PILOT Payments owing during the year in which the Bonds
are paid in full, to the extent the Companies receive the ad valorem real and personal property tax abatement
contemplated for that year and such PILOT Payment is due under this Agreement.
-12-
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1. Severability. If for any reason any provision of this Agreement shall be
determined to be invalid or unenforceable, the validity and enforceability of the other provisions hereof
shall not be affected thereby.
Section 8.2. Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Missouri.
Section 8.3. Execution in Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which shall be deemed to be an original and all of which shall constitute but
one and the same instrument.
Section 8.4. Waiver. The City and the Companies acknowledge and agree that the amounts
payable hereunder shall constitute payments due the City under the Leases executed in connection with the
Bonds. The Companies shall not be entitled to any extension of payment of such amounts as a result of a
filing by or against the Companies in any bankruptcy court.
Section 8.5. Entire Agreement. This Agreement, together with the Leases, the Indentures and
any other documents entered into of even date herewith in connection with the issuance of the Bonds,
constitute the entire agreement of the parties with respect to the subject matter hereof. This Agreement
shall not be modified except by written agreement signed on behalf of the parties hereto by their duly
authorized representatives.
Section 8.6. Electronic Transactions. The parties agree that the transaction described herein
may be conducted and related documents may be sent, received or stored by electronic means. Copies,
telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be
deemed to be authentic and valid counterparts of such original documents for all purposes, including the
filing of any claim, action or suit in the appropriate court of law.
Section 8.7. Notices. All notices, certificates or other communications required or desired to
be given hereunder shall be given in the manner specified in the Indentures and/or Indentures.
Section 8.8. Employee Verification. The Company will comply with and satisfy the
requirements of Section 285.530.2, RSMo., as amended, which requires (a) any business entity receiving
tax abatement to, by sworn affidavit and provision of documentation, annually affirm its enrollment and
participation in a federal work authorization program with respect to the employees working in connection
with the business entity receiving tax abatement, and (b) every such business entity to annually sign an
affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection
with the entity receiving tax abatement. The Company shall provide such affidavits and documentation to
the City Clerk on or before November 15 of each year during the term of this Agreeme nt, beginning
November 15, 2023, and also upon execution of this Agreement.
Section 8.9. Anti-Discrimination Against Israel Act. Pursuant to Section 34.600 of the
Revised Statutes of Missouri, each of the Companies certifies it is not currently engaged in and shall not,
for the duration of this Agreement, engage in a boycott of goods or services from (a) the State of Israel,
(b) companies doing business in or with the State of Israel or authorized by, licensed by or organized under
the laws of the State of Israel or (c) persons or entities doing business in the State of Israel.
-13-
Section 8.10. Complete Agreement. The Companies and the City understand that oral or
unexecuted agreements or commitments to loan money, extend credit or to forbear from enforcing
repayment of a debt including promises to extend or renew such debt are not enforceable. To protect the
Companies and the City from misunderstanding or disappointment, any agreements the Companies and the
City reach covering such matters are contained in this Agreement and in the Leases, which are the complete
and exclusive statements of the agreement between the Companies and the City, except as the Companies
and the City may later agree in writing to modify this Agreement and the Leases.
Section. 8.11. Performance by JCMG PC. The City hereby acknowledges and agrees that to the
extent that JCMG PC performs any obligation of JCMG Investment hereunder pursuant to any sublease
between JCMG PC and JCMG Investment or otherwise, the City shall accept such performance and such
performance shall constitute JCMG Investment’s performance of such obligation for all purposes hereof.
Section 8.12. Date of Performance Agreement. The dating of this Agreement as of December
1, 2022, is intended as and for the convenient identification of this Agreement only and is not intended to
indicate that this Agreement was executed and delivered on said date, this Agreement being executed and
delivered and becoming effective simultaneously with the initial issuance of the Bonds.
[Remainder of this page intentionally left blank.]
Performance Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their
respective corporate names, all as of the date first above written.
CITY OF JEFFERSON, MISSOURI
By: ___________________________________
Name: Carrie Tergin
Title: Mayor
[SEAL]
ATTEST:
By: ___________________________________
Name: Emily Donaldson
Title: City Clerk
Performance Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-2
JEFFERSON CITY MEDICAL GROUP, P.C., a
Missouri professional corporation
By:
Name:
Title:
Performance Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-3
JCMG INVESTMENT, LLC, a Missouri limited
liability company
By:
Name:
Title:
Performance Agreement
City of Jefferson
Taxable Industrial Development Revenue Bonds
(JCMG – Real Property Project)
Series 2022
Taxable Industrial Development Revenue Bonds
(JCMG – Personal Property Project)
Series 2022
S-4
ACKNOWLEDGMENT AND AGREEMENT
The County Assessor of Cole County, Missouri, acknowledges receipt of this Agreement and
agrees to perform the duties imposed on the County Assessor by Article III of this Agreement.
OFFICE OF COLE COUNTY, MISSOURI
ASSESSOR
By:
Name: Christopher Estes
Title: County Assessor
Exhibit A - 1
EXHIBIT A
DESCRIPTION OF THE PROJECT SITE
The real property located in Cole County, Missouri, upon which the Project Improvements and
Project Equipment are located, as more specifically described below:
[To Be Provided]
Exhibit B - 1
EXHIBIT B
ANNUAL COMPLIANCE REPORT
Date: November ___, 20___
To: City of Jefferson, Missouri
302 E. McCarty Street
Jefferson City, Missouri 65101
Jefferson City Regional Economic Partnership
630 Bolivar Street, Suite 202
Jefferson City, Missouri 65101
Attention: Missy Bonnot
Email: missybonnot@jcrep.org
A. COMPANY INFORMATION (JEFFERSON CITY MEDICAL GROUP, P.C.)
Name: ___________________________________________________________________
Address: ________________________________________________________________
City: _________________________ State: _____________ Zip Code: ________________
Contact: ___________________________________ Telephone: ____________________
Title: _______________________________________ Fax: _________________________
[Remainder of this page intentionally left blank.]
Exhibit B - 2
B. EMPLOYMENT INFORMATION.
The number of total “Jobs” maintained by JCMG PC at the Project Site on the last day of each of
the immediately preceding 12 months ending on October 31, 20__ (the October 31st prior to this Report) is
set forth in the table on below in the column labeled “Total Jobs.”
The 12-month average of the actual number of “Jobs,” which is calculated in accordance with the
Performance Agreement dated as of December 1, 2022, between the Companies and the City (the
“Performance Agreement”), maintained by JCMG PC at the Project Site was ________ as set forth below
in the row labeled “12-Month Average of Jobs”
Total Jobs
November
December
January
February
March
April
May
June
July
August
September
October
12-Month Average of Jobs:
Attached is a copy of a report verifying the above calculation containing at a minimum the
following information for each Job:
1. Name or Other Employee Identification Information.
2. Hire Date.
3. Termination Date.
C. CERTIFICATION.
The undersigned hereby represents and certifies that, to the best knowledge and belief of the
undersigned, this Annual Compliance Report contains no information or data, contained herein or in the
exhibits or attachments, that is false or incorrect in any material respect.
Dated this ___ day of ________, _______.
Signature:
Name:
Title:
Gilmore & Bell, P.C.
Draft v2 – November 29, 2022
---------------------------------------------------------------------------------------------------------------------
(The above space is reserved for Recorder’s Certification.)
TITLE OF DOCUMENT: SPECIAL WARRANTY DEED
DATE OF DOCUMENT: December [____], 2022
GRANTOR: JCMG INVESTMENT, LLC,
a Missouri limited liability company
GRANTOR’S MAILING ADDRESS: 1241 West Stadium Blvd.
Jefferson City, Missouri 65109
GRANTEE: CITY OF JEFFERSON, MISSOURI,
a home rule charter city and political subdivision
organized and existing under the laws of the State of
Missouri
GRANTEE’S MAILING ADDRESS: 320 East McCarty Street
Jefferson City, Missouri 65101
RETURN DOCUMENTS TO: Haden R. Crumpton, Esq.
Gilmore & Bell, P.C.
2405 Grand Boulevard, Suite 1100
Kansas City, Missouri 64108
LEGAL DESCRIPTION: See Exhibit A, at page A-1.
SPECIAL WARRANTY DEED
THIS SPECIAL WARRANTY DEED, made as of December [___], 2022, from JCMG
INVESTMENT, LLC, a Missouri limited liability company, with an address of 1241 West Stadium Blvd.,
Jefferson City, Missouri 65109 (the “Grantor”), to the CITY OF JEFFERSON, MISSOURI, home rule
charter city organized and existing under the laws of the State of Missouri, with an address of 320 East
McCarty Street, Jefferson City, Missouri 65101 (the “Grantee”).
WITNESSETH, that the Grantor, in consideration of the sum of One Dollar ($1.00) and other
good and valuable consideration to it paid by the Grantee (the receipt and sufficiency of which are hereby
acknowledged) does by these presents, BARGAIN AND SELL, CONVEY AND CONFIRM unto the
Grantee, its successors and assigns, the lots, tracts or parcels of land situated in the County of Cole, State
of Missouri, and legally described in EXHIBIT A (the “Land”), which is attached hereto at page A-1 of
this Special Warranty Deed and incorporated herein by this reference, SUBJECT, HOWEVER, to the
Permitted Encumbrances described in the Real Property Trust Indenture dated as of December 1, 2022,
between the Grantee and BOKF, N.A., as trustee.
TO HAVE AND TO HOLD, the same, together with all and singular the rights, privileges,
appurtenances and immunities thereto belonging or in any way appertaining unto the Grantee and unto its
successors and assigns forever; the Grantor hereby covenanting that the Land is free and clear from any
encumbrance done or suffered by it, other than the Permitted Encumbrances; and, that it will WARRANT
AND DEFEND the title to the Land unto the Grantee and unto the Grantee’s successors and assigns forever,
against the lawful claims and demands of all persons claiming by, through or under the Grantor, but not
otherwise.
IN WITNESS WHEREOF, the Grantor and the Grantee have executed this Special Warranty
Deed as of the day and year above written.
[Remainder of Page Intentionally Left Blank]
-2-
“GRANTOR”
JCMG INVESTMENT, LLC,
a Missouri limited liability company
By:
Name:
Title:
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF COLE )
On this _____ day of December, 2022, before me, the undersigned, a Notary Public in and for said
State, appeared ________________, to me personally known, who, being by me duly sworn, did say that
(s)he is a ________________ of JCMG INVESTMNT, LLC, a Missouri limited liability company, and
that said instrument was signed on behalf of said company by authority of its governing body, and said
officer acknowledged said instrument to be executed for the purposes therein stated and as the free act and
deed of said company.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid on the day and year first above written.
Name:
Notary Public in and for said State
My Commission Expires:
PLEASE AFFIX SEAL FIRMLY AND CLEARLY IN THIS BOX
[Special Warranty Deed]
-3-
“GRANTEE”
CITY OF JEFFERSON, MISSOURI
By:
[SEAL] Carrie Tergin, Mayor
ATTEST:
Emily Donaldson, City Clerk
ACKNOWLEDGMENT
STATE OF MISSOURI )
) SS.
COUNTY OF COLE )
On this _____ day of December, 2022, before me, the undersigned, a Notary Public in and for said
State, personally appeared CARRIE TERGIN, to me personally known, who, being by me duly sworn,
did say that she is the Mayor of the CITY OF JEFFERSON, MISSOURI, and that the seal affixed to the
foregoing instrument is the corporate seal of said City, and that said instrument was signed and sealed by
authority of its City Council, and said officer acknowledged said instrument to be executed for the purposes
therein stated and as the free act and deed of said City.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal in the
County and State aforesaid on the day and year first above written.
Name:
Notary Public in and for said State
My Commission Expires:
PLEASE AFFIX SEAL FIRMLY AND CLEARLY IN THIS BOX
A-1
EXHIBIT A
DESCRIPTION OF THE LAND
The land situated in County of Cole, State of Missouri, and described as follows: